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

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

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, the appointment is always mandatory, without exception. The same rules apply to capital increases by in-kind contribution.

Decision matrix : SAS, SARL, SA#

The two cumulative waiver conditions (SAS and SARL)#

The waiver is strictly framed and requires:

1. A unanimous written decision of all shareholders;
2. No individual contribution strictly above €30,000;
3. A total in-kind contribution value at or below 50% of the share capital.

If any 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 must be filed with the registry at least 8 days before the extraordinary general meeting (art. R.225-136 Commercial Code).
• 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.

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.

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#

Only 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, may carry out this engagement. The list is set out at I of article L.821-13 of the French Commercial Code. Registration guarantees continuing professional education, mandatory professional liability insurance, and adherence to the profession's code of ethics. The auditor is also a member of the relevant Compagnie régionale (CRCC), for Paris, the CRCC de Paris. A chartered accountant alone (not registered as a statutory auditor), however well-versed in valuation, cannot sign a contribution audit report.

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.

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.

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 applicable from 21 February 2026 (Finance Law for 2026): if the holding sells the contributed shares within three years of the contribution, the deferral is lost, unless at least 70% of the sale proceeds (up from 60% previously) are reinvested in an eligible economic activity within 36 months (up from 24 months previously). The holding period for the reinvested assets is set at five years regardless of the type of investment. The scope of eligible activities has been narrowed: rental real estate, real estate development, dealer-in-property activities, passive wealth management, financial activities and regulated-tariff activities are now excluded. For sales carried out before 21 February 2026, the previous regime (60% / 24 months) remains applicable.

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.

Indicative grid by nature and value of the contribution#

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.

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.