Contribution Auditor in France (Commissaire aux Apports) — Hayot Expertise, Paris 8

The commissaire aux apports (contribution auditor) is an independent professional who intervenes whenever an in-kind contribution (apport en nature) is made to a French company: company formation with asset contributions, capital increases through property contributions, or share contributions to a holding company under the French tax deferral regime (article 150-0 B ter). Their mission: to independently assess the value of the contributed assets and produce a legally binding contribution audit report that protects minority shareholders, creditors and the integrity of the share capital. Hayot Expertise, located at 58 rue de Monceau in Paris 8, carries out contribution audit missions for company founders, growing SMEs, professionals setting up practice companies, and business owners conducting capital restructuring operations.

What is an In-Kind Contribution?

An in-kind contribution (apport en nature) is the transfer of a non-monetary asset by a founding member or shareholder to a company in exchange for shares or membership interests. Assets that may be contributed are extremely varied: goodwill, lease rights, trademarks, patents, software, real estate, professional vehicles, company shares, receivables, industrial equipment, inventory, client portfolios, etc.

The value attributed to these contributions directly determines the company's share capital and the proportion of rights granted to each contributor. Overvaluation would be prejudicial to other shareholders (unjustified dilution) and creditors (fictitious capital). This is why French law requires, in certain cases, the intervention of an independent expert to verify and certify the value of contributions.

When Is a Contribution Auditor Mandatory in France?

The obligation varies by company type:

SAS (simplified joint-stock company): mandatory when the value of any single in-kind contribution exceeds €30,000, or when the total value of in-kind contributions exceeds half the share capital. The appointment is decided unanimously by the founding shareholders.

SARL (limited liability company) and EURL: mandatory for all in-kind contributions, unless the shareholders unanimously decide to waive the requirement, provided no single asset exceeds €30,000 in value and the total value of in-kind contributions does not exceed half the capital.

SA (joint-stock company): always mandatory, without exception, for any in-kind contribution, whether at formation or during a capital increase.

Capital increases: when an existing company increases its capital through in-kind contributions, a contribution auditor must be appointed under the same rules as at formation.

Business Goodwill and Lease Rights Valuation

Contributing goodwill (fonds de commerce) is one of the most common scenarios. We assess the value using multiple approaches: sector-specific benchmarks (turnover multiples), capitalised earnings method, and asset-based method (tangible and intangible net assets). We consider location, remaining lease term, customer base, brand awareness and growth prospects to deliver a justified and defensible valuation.

Real Estate Asset Valuation

When a property or real property right is contributed to a company (particularly when forming a property company, SCI), we carry out a market-based valuation by reference to recent comparable transactions and rental yield capitalisation, taking into account any easements, existing tenancies and planned works.

Share Contribution Audit (Apport-Cession to a Holding)

The contribution of shares to a holding company is particularly regulated under article 150-0 B ter of the French Tax Code. We carry out the contribution audit by valuing the contributed shares (DCF, EBITDA multiple, restated net assets depending on the sector) and issuing the mandatory report required for the legality of the transaction and eligibility for the capital gains tax deferral. Our deep expertise in restructuring taxation allows us to support the entire transaction, from valuation to document drafting.

Patents, Software and Intangible Asset Contributions

Intangible assets (patents, trademarks, software, client databases, know-how) present specific valuation challenges. We apply recognised methods: royalty relief method, development cost method, excess earnings method, benchmarked against comparable transactions in the relevant sector.

1. ▸

   File review — We collect all documents relating to the contributed asset: three years of financial statements, title deeds or lease, prior valuations, detailed revenue, ongoing contracts, etc.

2. ▸

   Diligence and analysis — We conduct our valuation procedures: site visits if necessary, interviews with the contributor, consultation of sector databases, analysis of restated profitability.

3. ▸

   Valuation and documentation — We apply the appropriate valuation methods and document our work in detail, justifying the assumptions made.

4. ▸

   Draft report and exchanges — We submit a draft report to the contributor and the company, to verify the consistency of information and gather any observations.

5. ▸

   Final report — We draft the definitive contribution audit report, dated and signed, confirming whether the value assigned to the contributions does not lead to overvaluation. This report is annexed to the articles of association or the capital increase deed.

6. ▸

   Post-transaction support — We can assist with drafting articles of association, filing the company registration and related formalities, in liaison with your lawyer or notary.

• ▸Skipping the contribution auditor when mandatory: this can result in the nullity of the company formation or capital increase, and exposes the founders to personal liability.
• ▸Confusing contribution auditor and statutory auditor: two distinct missions in different contexts. The contribution auditor intervenes at a specific moment (formation, capital increase); the statutory auditor (CAC) intervenes on an ongoing basis to certify annual accounts.
• ▸Overvaluing contributions: deliberate overvaluation exposes founders to criminal charges for fraud. The contribution auditor bears civil and criminal liability for their report.
• ▸Forgetting the share contribution to a holding: the apport-cession under article 150-0 B ter requires a contribution audit report to benefit from the capital gains tax deferral. Its absence triggers reassessment of the tax treatment.

Mr Martin operates a restaurant in Paris 11 (€850,000 excl. VAT turnover, restated net operating profit €95,000, 9-year commercial lease with 6 years remaining, premium paid in 2019). He wishes to contribute it to his newly formed SAS. Valuation by Hayot Expertise: sector benchmarks (restaurant sector: 60–80% of turnover) = €510,000–€680,000; capitalised earnings method (12% rate) = €792,000. Value retained after weighting and considering lease term and location: €620,000. The contribution audit report was issued within 10 working days. The contribution allowed Mr Martin to form his SAS without cash outflow, and to properly value his business development work.

Fees include due diligence, valuation and report drafting. Standard turnaround: 2–3 weeks.

Our firm brings together expertise in business valuation, taxation and audit, allowing us to approach contribution audit missions from a holistic perspective. We go beyond a mere regulatory formality: we provide in-depth economic and financial analysis, transparent and well-documented valuation methods, and support throughout the restructuring transaction. Our experience across retail, real estate, professional services and technology sectors enables us to deploy the most relevant valuation methods for each type of asset.

Can you waive a contribution auditor in a SARL? Yes, under conditions: unanimous shareholder agreement to waive, no single asset exceeding €30,000 and total in-kind contributions not exceeding half the capital. In that case, shareholders remain jointly and severally liable for the values assigned for 5 years.

How long does a contribution audit take? Typically 2 to 3 weeks from receipt of all documents. For complex cases (group of companies, significant intangibles), allow 4 to 6 weeks.

Does the contribution audit report have to be favourable? No. If the auditor identifies a significant overvaluation, they will state so in their report. The contributor will then need to revise the value downward or provide additional justification.

Can I freely choose my contribution auditor? Yes, provided they are registered as a statutory auditor or judicial expert. They must be independent of both the contributor and the recipient company.

Is a share contribution to a holding company always subject to a contribution audit? Yes, without exception. The contribution audit report is mandatory for the validity of the transaction and to benefit from the capital gains tax deferral under article 150-0 B ter of the French Tax Code.

Book a meeting with our team to discuss your contribution transaction.

See also: Share contribution to a holding company | Holding tax optimisation