Contribution auditor in Paris : In-kind contribution valuation (commissaire aux apports)

Contribution auditor in Paris : In-kind contribution valuation and mandatory report#

This page covers the engagement: scope, sequence, timing and fees for a contribution auditor appointed for your transaction. If what you need first is when the appointment is mandatory, which exemptions exist and how the procedure runs, our contribution auditor guide answers that question.

Are you forming a French SAS, SARL or SA with an in-kind contribution? Increasing share capital through goodwill, real estate, a patent or shares in another company? Appointing a commissaire aux apports (contribution auditor) is, in most cases, a legal requirement under French law. Beyond compliance, it is the most reliable way to secure the value assigned and to avoid the joint and several liability that otherwise binds shareholders for five years.

Hayot Expertise, a French statutory audit firm registered with the High Authority for Audit (H2A, formerly H3C) at 58 rue de Monceau, 75008 Paris, carries out contribution audit engagements for founders, growing SMEs, regulated professionals forming practice companies (SEL) and business owners setting up patrimonial holdings (apport-cession under article 150-0 B ter of the French Tax Code). Request a quote in 24 hours or book a meeting.

In a SAS or SARL, the appointment is mandatory whenever an in-kind contribution is made, unless two cumulative waiver conditions are met: no individual contribution exceeds €30,000 and the total value of in-kind contributions stays at or below 50% of the share capital. In a SA there is no threshold-based waiver, but articles L. 225-8-1 and L. 225-147-1 open others, based on the nature of the asset contributed.

The moment of the transaction matters. In an SARL, the waiver also applies on a capital increase, article L. 223-33 referring back to article L. 223-9. In an SAS it applies at formation only, article L. 227-1 reserving it to the "future shareholders"; for a capital increase, article L. 225-147 applies, with no threshold-based waiver. Our contribution auditor guide sets out the detail form by form.

Decision matrix : SAS, SARL, SA#

The three cumulative waiver conditions (SAS and SARL)#

The waiver is strictly framed and requires all three conditions:

1. A unanimous written decision of all shareholders;
2. No in-kind contribution above €30,000 (threshold set by article D.227-3 of the Commercial Code for the SAS, D.223-6-1 for the SARL);
3. A total in-kind contribution value at or below 50% of the share capital.

If a single condition is missing, the appointment becomes mandatory again. Under a waiver, shareholders remain jointly and severally liable to third parties for the value assigned to the contributions for five years (articles L.223-9 and L.227-1 of the French Commercial Code). This joint and several liability is often underestimated, which is why many firms recommend a voluntary appointment even when not legally required.

Worked example (illustrative). You form a SAS with €100,000 of capital: €30,000 in cash plus in-kind contributions of a vehicle (€8,000), equipment (€22,000) and goodwill (€40,000). No single contribution exceeds €30,000, but the total in-kind value (€70,000) is 70% of the capital, far more than half: the waiver is impossible and a contribution auditor is mandatory. Conversely, if the goodwill were contributed for only €15,000 (total in-kind €45,000, i.e. 45% of capital), both conditions would be met and a unanimous waiver would be possible. We check this calculation right from your company formation.

Specific situations : capital increase, merger, transformation#

• Capital increase by in-kind contribution: a contribution auditor must be appointed under the same conditions as at formation. The report is made available to shareholders at the registered office at least 8 days before the EGM (art. R.225-136 Commercial Code), then attached to the minutes and filed with the registry upon the amendment filing.
• Merger or demerger: the engagement is handled by a merger auditor, governed by the CNCC technical opinion on merger audit engagements (December 2024 edition) and appointed by court order from the president of the Commercial Court. Where the transaction includes an ancillary in-kind contribution, a contribution auditor may be appointed in parallel.
• Legal-form transformation (e.g. SARL or EURL becoming SAS): the engagement is performed by a transformation auditor, governed by the CNCC information note on the topic. See our transformation auditor service in Paris or our full guide.

The specific waiver for a sole trader incorporating their business#

A specific waiver applies when a sole trader (entreprise individuelle) incorporates. A single individual shareholder who carried on their business in their own name before forming the company (including under the former EIRL regime, articles L.526-6 to L.526-21 of the Commercial Code) and who contributes items appearing on the balance sheet of their last financial year is exempt from a contribution auditor for those items. This waiver applies to the EURL (article L.223-9, last paragraph) and to the SASU (article L.227-1, sixth paragraph): a sole trader converting to a SASU and contributing goodwill already on their balance sheet does not necessarily require a contribution auditor. The flexibility is real, but it must be documented rigorously (balance sheet, tax return, consistency of the values retained).

What about a SCI or a civil-law company?#

The French Civil Code does not require a contribution auditor in civil-law companies (SCI, SCP, SCM): shareholders value in-kind contributions freely in the bylaws. A certified valuation nonetheless remains advisable for a significant real-estate contribution, where parity between shareholders, registration duties and any dismemberment of ownership deserve to be secured. Conversely, converting a civil-law company into a joint-stock company (a SCI becoming a SAS, for example) falls under the transformation auditor.

Statutory mission: prevent overvaluation#

The contribution auditor is an independent professional appointed to assess, under personal liability, the value of the assets contributed. The report must state whether the value retained does not result in an overvaluation. That is the core mission: ensuring that share capital is not fictitious, that other shareholders are not unfairly diluted, and that creditors have a genuine pledge.

The report describes each contribution, sets out the valuation methods used, justifies the weighting and concludes on the value retained. It is attached to the articles of association (at formation) or to the extraordinary general meeting minutes (capital increase) and filed with the Paris Commercial Court registry.

The four statutory-auditor engagements, not to be confused#

A single profession, the statutory auditor registered with the H2A, performs four distinct engagements. Confusing them leads to appointing the wrong professional:

Our firm performs contribution, transformation and merger audit engagements, as well as statutory audit mandates.

Legal framework : French Commercial Code and CNCC professional standards#

Contribution audit engagements are governed by the following articles of the French Commercial Code:

• Article L.223-9: SARL and EURL, in-kind contribution at formation and waiver conditions;
• Article L.225-8: SA, systematic appointment of a contribution auditor;
• Article L.225-147: capital increase by in-kind contribution (SA, SCA, SAS);
• Article L.227-1: SAS and SASU, reference to the rules applicable to SA, with adaptations;
• Article R.225-7: court-ordered appointment by the president of the Commercial Court;
• Decree no. 2017-630 of 25 April 2017: practical implementation of the SAS waiver.

These texts are supplemented by the professional framework issued by the French national institute of statutory auditors (CNCC): the technical opinion on contribution audit engagements (2023 edition, supplemented by a May 2025 CNCC publication), the technical opinion on merger audit engagements (December 2024 edition) and the CNCC information note on the statutory auditor and corporate-form transformations. These texts set out the minimum procedures, the valuation methods to apply, and the structure of the report. They are binding on registered statutory auditors.

Who may be appointed : French statutory auditor registered with the H2A#

French law opens two routes. Article R. 223-6 of the Commercial Code, in force since 1 January 2024, provides that the contribution auditor is chosen "from among the statutory auditors registered on the list provided for in I of article L. 821-13 or from among the experts registered on one of the lists drawn up by the courts and tribunals". Being a statutory auditor is therefore not a legal monopoly, contrary to a widespread belief.

In practice, the engagement is overwhelmingly entrusted to a statutory auditor (commissaire aux comptes) registered on the list maintained by the High Authority for Audit (H2A), the independent public authority that succeeded the Haut Conseil du Commissariat aux Comptes (H3C) on 1 January 2024, under Ordinance no. 2023-1142 of 6 December 2023 transposing the EU CSRD directive. Registration guarantees continuing professional education, mandatory professional liability insurance and adherence to the profession's code of ethics, which is why registries and advisers favour it. The auditor is also a member of the relevant Compagnie régionale (CRCC), for Paris the CRCC de Paris.

The requirement that admits no exception is independence: the firm that keeps the company's books cannot value its contributions, under the prohibition on self-review.

Independence, incompatibilities and civil liability#

The contribution auditor must be strictly independent of the beneficiary company, the contributors and the other shareholders. No financial, family or contractual link is permitted. The auditor bears civil and criminal liability for the signed report: fraudulent overstatement, negligence, or insufficient procedures may result in sanctions.

No self-review. One ethical principle governs the choice of auditor: the prohibition of self-review (statutory auditors' code of ethics, article L.822-11 of the Commercial Code). A single firm cannot be both the chartered accountant that prepared the beneficiary company's book values and the contribution auditor that values those same contributions. In practice: if we already keep your books, we direct you to an independent statutory-auditor colleague for the contribution; if we sign your contribution audit, your recurring accountancy stays with another firm. This separation protects the legal value of your report.

Our view. The real stakes are not just compliance, they are the long-term legal security of the transaction. A well-built report, grounded in multiple consistent valuation methods and thoroughly documented, protects shareholders for years. A rubber-stamp report rushed in 48 hours is, conversely, a red flag for banks, future investors and potential acquirers.

Step 1 : Unanimous shareholder appointment#

At formation, the founding shareholders unanimously appoint the contribution auditor by private deed. The decision appears in the articles of association or in an annexed deed. For a capital increase, the extraordinary general meeting makes the appointment under the conditions set out in the bylaws.

Step 2 : Court-ordered appointment by the Paris Commercial Court#

If unanimity cannot be reached, or if no amicable appointment is made, any interested party may petition the president of the Paris Commercial Court. The president then appoints the auditor by court order, in application of article R.225-7 of the French Commercial Code. The competent court in Paris is the Tribunal de commerce de Paris, 1 quai de la Corse, 75004 Paris.

Step 3 : Acceptance and engagement letter#

The auditor checks for conflicts of interest, accepts the engagement in writing and issues an engagement letter setting the scope of the contributions, the procedures, the timeline, the fixed-fee remuneration and the list of supporting documents: three years of financial statements, leases, contracts, prior valuations, target company accounts, liability audit.

Step 4 : Valuation procedures#

The auditor applies the CNCC professional framework: the technical opinion on contribution audit engagements (2023 edition, supplemented in May 2025) for contributions, the technical opinion on merger audit engagements (December 2024) for mergers, and the CNCC information note for legal-form transformations. In practice: review of the economic environment, examination of the valuation methods proposed by the contributor, cross-checks, counter-valuation, examination of latent liabilities (litigation, guarantees granted, off-balance-sheet commitments). Site visits where relevant, interviews with the director and the contributor.

Step 5 : Issuance of the reasoned report#

The report concludes on the value of the contributions and states that it does not result in an overvaluation. It is attached to the articles of association (formation) or to the extraordinary general meeting minutes (capital increase).

Step 6 : Filing with the registry#

The report is filed with the Paris Commercial Court registry at least 8 days before the general meeting (art. R.225-136 Commercial Code) and made available to shareholders. For a formation, it accompanies the registration file submitted to the INPI one-stop shop.

The auditor is not the initial valuer of the asset: they appraise the value proposed by the contributor, review the methods used and carry out their own procedures. Each type of asset calls for specific methods and control points.

Goodwill and lease rights#

Contributing goodwill (fonds de commerce) is by far the most frequent case in Paris: restaurants, retail, fashion boutiques, medical practices, communications agencies. The valuation combines several methods:

• Sector benchmarks (multiples of turnover excl. VAT): restaurants 60-80%, ready-to-wear 35-55%, hair salons 30-60%, real estate agencies 80-100%, medical practices 50-100% depending on patient base;
• Restated EBITDA capitalisation (10-15% rate depending on risk);
• Asset-based approach (net tangible and intangible assets).

In Paris, the value of the commercial lease is a sensitive item: remaining term, rent compared with market levels, use clause, ability to assign or sublet. Location (high-street, side-street, upper floor) carries significant weight.

Shares : apport-cession under article 150-0 B ter CGI#

Contributing shares to a holding controlled by the contributor allows the capital gain to be placed under a tax deferral (article 150-0 B ter of the French Tax Code). The arrangement is widely used in Paris to prepare the sale of an operating company, fund the holding's development or organise patrimonial transmission.

The contribution auditor's intervention is mandatory to value the contributed shares. Methods: DCF, EBITDA multiples, restated net assets, mixed approaches. For a valuation outside a contribution transaction (sale, transfer, dispute), see our business valuation service.

Regime under Law no. 2026-103 of 19 February 2026 (Finance Law for 2026). In its version in force on 21 February 2026, article 150-0 B ter makes the deferral conditional, where the holding sells the contributed shares, on reinvesting at least 70% of the sale proceeds in an eligible economic activity within three years of the sale, the reinvested assets being held for at least five years from the date they are recognised as assets. The text expressly excludes from that derogation the management of the taxpayer's own property portfolio. The regime applies to sales carried out from the day after publication of the law; for earlier sales, the previous regime remains applicable. The precise scope of eligible reinvestments must be read in the text itself and settled before signing.

Our firm, which also handles holding company taxation, aligns the report with the broader legal and tax architecture and flags the post-contribution obligations.

Real estate (SCI taxed at corporate income tax, contribution to a holding)#

Contributing real estate to a SCI or to a patrimonial holding is valued through reference to recent comparable transactions, capitalisation of actual or market rents, and replacement value. In Paris, gaps between arrondissements and micro-markets may reach 30 to 40% per square meter, the quality of the chosen comparables is decisive. Easements, ongoing leases, capex required, Pinel or Denormandie constraints: every element must be documented.

Patents, trademarks, software and intangibles#

Intangible assets present specific challenges: no active market, uncertain useful life, dependence on R&D. Methods used: royalty relief, discounted development costs, excess earnings. For software developed in-house and contributed to a holding, the analysis covers intellectual property, licence agreements, technological dependency and monetisation prospects.

Inventory, equipment, receivables#

Contributions of inventory are valued at the lower of acquisition cost and net realisable value. Equipment and tools are valued at use value, with a discount based on age and condition. Receivables contributed are reviewed individually (probability of recovery, seniority, disputes). 2026 watchpoint: in the context of mandatory e-invoicing, ensure that the invoices forming the receivables portfolio can be archived in compliance with the new obligations.

A fixed-fee contribution audit covers six deliverables, all signed by the responsible statutory auditor:

• The reasoned valuation report, compliant with the CNCC framework: description of the contributions, procedures, methods and conclusion on the absence of overvaluation.
• A multi-method appraisal: cross-checking comparables, replacement cost, DCF, restated net assets or market value, depending on the nature of each asset.
• The working file, kept for the legal retention period and available in the event of a dispute or an audit.
• Support for filing: attaching the report to the bylaws or the minutes, filing with the registry, coordination with your lawyer, notary or formalities agent.
• A single contact, the signing statutory auditor, from scoping to filing, with no subcontracting.
• A fixed-fee quote within 24 hours and a free initial call.

Indicative grid in three tiers#

These amounts cover scoping, procedures, the report attached to the bylaws and support for the registry filing. Real estate above €1M, a group of companies or an atypical intangible are quoted on request after scoping.

Drivers of the fee quote#

• Valuation complexity: intangibles, group structures, scarce comparables;
• Requested turnaround: rush (< 5 days) involves a premium;
• Quality of the documentation provided (audited accounts vs accounts to rebuild);
• Need for counter-expertise (real estate, atypical goodwill);
• Number of contributors and types of contributions to value separately.

Our transparency commitment : quote in 24 hours#

Fees are fixed, set in writing within 24 hours of reviewing the file. Clear engagement letter, no surprise hourly billing. The initial scoping call is free. Request a quote.

1. Five-year joint and several liability under a waiver. Shareholders who waive the auditor remain liable to third parties for the assigned value. Banks and future investors will notice.
2. Overlooked latent liabilities. Guarantees granted, pending litigation, off-balance-sheet commitments: contributing goodwill or shares must be assessed net of liabilities.
3. Registration duties. A straight contribution to a company is normally registered free of charge, but a contribution for consideration (with liabilities assumed) can trigger significant proportional duties.
4. Tax allocation of the 150-0 B ter deferral, tightened in 2026. For sales by the holding from 21 February 2026 onwards, the deferral is lost if the holding fails to reinvest 70% of sale proceeds in an eligible activity within 36 months, with a minimum five-year holding period. The list of eligible activities has been narrowed (rental real estate, dealer in property, passive wealth management are now excluded).
5. Registry formalism. A report not filed on time, articles of association not updated, an incomplete filing on the INPI one-stop shop: all common reasons for rejection that delay registration.

Omitting the appointment when it is mandatory, or retaining a complacent value, exposes the founders and the company to a range of civil, criminal and tax sanctions.

Nullity and joint and several civil liability#

The transaction is exposed to nullity (formation or capital-increase resolution, under the conditions provided by law). Above all, shareholders are jointly and severally liable for five years, to third parties, for the value assigned to the in-kind contributions (articles L.223-9 and L.227-1 of the Commercial Code): any prejudiced creditor may claim from them personally the difference between the stated and the real value.

Criminal sanctions: amounts that depend on the company form#

Fraudulent overvaluation of a contribution, assigning an in-kind contribution a value higher than its real value, is an offence punishable by five years' imprisonment. The fine, often presented as uniform, actually depends on the company form:

Contrary to a widespread belief, the €375,000 fine is specific to the SARL: in a SA and a SAS, the criminal text caps the fine at €9,000 (an old ceiling, regularly criticised, but still in force). Added to this are the risk of distributing fictitious dividends if the asset is overvalued, and the reassessment of registration duties by the tax authorities.

Reflex. A registry may accept an incomplete file that the tax authorities or a creditor will challenge years later. The cost of a contribution audit report, from €1,500 excl. VAT, is out of all proportion to that of a nullity, a reassessment or a joint-and-several claim against the shareholders.

Case 1 : Restaurant goodwill contribution (Paris 9)#

A restaurateur operating since 2014 in the 9th arrondissement (€850,000 excl. VAT turnover, restated EBITDA €95,000, 9-year commercial lease with 6 years remaining) wished to contribute the goodwill to a newly formed SAS to prepare the entry of an operating partner. Our valuation combined three methods: sector benchmark (60-80% of turnover, i.e. €510,000-€680,000), restated EBITDA capitalised at 12% (€792,000), asset-based approach (€520,000). After weighting and consideration of the remaining lease term and location, the retained value was €620,000. Report filed in 10 business days. The contribution enabled the formation without cash outlay while properly valuing the work accomplished.

Case 2 : Share contribution to a holding (article 150-0 B ter CGI)#

A Paris-based consulting firm director (€1.8M revenue, €320,000 net profit) wished to contribute her shares to a patrimonial holding to prepare the sale to a sector buyer within three years while securing a complementary development. Shares valued by triangulation: 5-year DCF, EBITDA multiples observed in the consulting sector (5.5-7.5x), restated net assets. Retained value: €2.1M. The report secured the capital gain deferral and framed the reinvestment obligation tightened by the 2026 Finance Law: for any sale of the contributed shares from 21 February 2026 onwards, 70% of the proceeds must be reinvested in an eligible activity within 36 months, with a five-year holding period. Engagement carried out in coordination with the director's tax counsel.

Case studies are anonymised. Figures are representative but do not commit the firm on other files, each engagement requires a full review of the situation.

• French statutory auditor registered with the H2A, authorised to sign the contribution audit report, member of the CRCC de Paris, covered by dedicated professional liability insurance.
• Combined chartered accountancy and audit firm, you benefit from a coherent economic, tax and legal reading without multiplying intermediaries.
• Paris 8 office, nationwide engagements, based at 58 rue de Monceau, but engagements run remotely throughout France thanks to our paperless workflow.
• Restructuring and holding specialisation, deep experience of apport-cession 150-0 B ter (including the new regime introduced by the 2026 Finance Law), real estate contributions to SCI taxed at corporate income tax, and goodwill contributions to family SAS structures.
• Transparency commitment, fixed-fee quote in 24 hours, clear engagement letter, free initial scoping.

• Pillar guide: Contribution auditor, role, obligations and procedure
• Waiver in detail: Contribution auditor in a SAS or a SARL, when is it mandatory?
• Documents to gather: The documentation for a contribution audit engagement
• Share contribution to a holding: the mechanism, securing the 150-0 B ter deferral in 2026, deferral vs carry-forward?
• Prior valuation: our business valuation service, guide to methods, benchmarks and tax 2026, goodwill valuation scale
• Adjacent engagements: transformation auditor, merger auditor, statutory audit in Paris 8
• Transaction context: holding taxation, company formation in Paris, SCI, LMNP and real estate

Article written and reviewed by Samuel Hayot, chartered accountant registered with the Paris Île-de-France Order of Chartered Accountants and French statutory auditor (commissaire aux comptes) registered on the list maintained by the High Authority for Audit (H2A), member of the Compagnie régionale des commissaires aux comptes de Paris (CRCC Paris). Hayot Expertise, 58 rue de Monceau, 75008 Paris. Updated: 17 July 2026.

Legal and professional sources cited. French Commercial Code, articles L.223-9, L.225-8, L.225-147, L.227-1, L.821-13, R.225-7, R.225-136, L.224-3 and L.236-10 (Légifrance). Decree no. 2017-630 of 25 April 2017 on in-kind contributions in SAS. Ordinance no. 2023-1142 of 6 December 2023 transposing the EU CSRD directive and creating the High Authority for Audit (effective 1 January 2024). French Tax Code, article 150-0 B ter (apport-cession and capital gain deferral, regime amended by Law no. 2026-103 of 19 February 2026 (Finance Law for 2026, art. 11) for sales from 21 February 2026 onwards). CNCC framework: technical opinion on contribution audit engagements (2023 edition, supplemented May 2025), technical opinion on merger audit engagements (December 2024), information note "The statutory auditor and corporate-form transformations". Code of ethics of the French statutory auditor profession.

Note. This article is informational and reflects the state of the law on the last update date. Every in-kind contribution requires a full review of your situation and supporting documents (shares, leases, financial statements, contracts). Contact the firm for tailored scoping.