Statutory Audit and Due Diligence in Paris | French Auditor

Statutory Auditor and Financial Due Diligence : Hayot Expertise Paris 8#

A statutory auditor (commissaire aux comptes) is an independent regulated professional, registered with the Compagnie Régionale des Commissaires aux Comptes, who certifies your annual accounts; appointment becomes mandatory once a company exceeds two of three thresholds (EUR 5,000,000 balance-sheet total, EUR 10,000,000 turnover excl. VAT, 50 employees), and it remains possible voluntarily below them. Hayot Expertise, registered with the CRCC de Paris and based at 58 rue de Monceau, 75008 Paris, carries out statutory audit, contribution audit, merger audit and financial due diligence assignments for SMEs, mid-sized companies, associations and groups. With over 10 years of combined accounting and auditing experience, we deliver a complete 360 degree financial perspective, from annual account certification to complex restructuring and M&A transactions.

This page covers the full role of the statutory auditor and all of its assignments. For the contractual audit and on-demand due diligence angle, see our dedicated statutory and contractual audit page.

Regulatory context#

A statutory auditor is an independent regulated professional appointed by the shareholders' general meeting for a term of 6 financial years. Independence is guaranteed by law: the same professional cannot carry out accounting work for the same entity. In 2026, several developments reinforce the importance of statutory audit:

• The 2026 Finance Act introduces new disclosure obligations that require stronger external controls
• Sustainability reporting (CSRD) is creating a targeted need for assurance on ESG data: its scope was, however, postponed and narrowed by the 2025 EU "Omnibus" (stop-the-clock) package, so this non-financial assurance concerns the largest entities first and then others progressively, rather than an immediate, broad obligation for all
• Growing consolidation of SME groups multiplies in-kind contribution operations, mergers and due diligence assignments
• The profession's oversight has been overhauled: since 1 January 2024, the former Haut Conseil du Commissariat aux Comptes (H3C) has become the Haute Autorité de l'Audit (H2A), with broadened powers (ordinance no. 2023-1142 of 6 December 2023, transposing the CSRD directive). The CNCC remains the professional body, and registration is handled by the regional CRCC, such as the CRCC de Paris.

Read: 2026 Finance Act: key measures for SMEs

Mandatory appointment thresholds: from the PACTE Act to the 2024 decree#

The PACTE Act (2019) unified the mandatory appointment thresholds for all company forms (SARL, SAS, etc.) at EUR 4,000,000 balance-sheet total, EUR 8,000,000 turnover excl. VAT and 50 employees. The decree no. 2024-152 of 28 February 2024, transposing EU delegated directive 2023/2775, then raised these thresholds to EUR 5,000,000 balance-sheet total, EUR 10,000,000 turnover excl. VAT and 50 employees, applicable to financial years opened on or after 1 January 2024 (and therefore to account-approval general meetings held from 2025 onwards).

A statutory auditor is therefore mandatory for companies exceeding 2 out of 3 of the following criteria:

Key exceptions:

• SAs (public limited companies) and SCAs must always appoint a statutory auditor, regardless of size.
• Associations receiving more than EUR 153,000 in public subsidies are also required (Art. L. 612-4 Commercial Code).
• Groups: a parent company must appoint a statutory auditor as soon as the group it forms with its controlled entities (within the meaning of Art. L. 233-16 C.com) exceeds 2 of the 3 thresholds above. A controlled company (subsidiary) is subject to lower thresholds: appointment becomes mandatory once it exceeds 2 of these 3 criteria: EUR 2,500,000 balance-sheet total, EUR 5,000,000 turnover excl. VAT and 25 employees. A modest subsidiary may therefore require an auditor even when, on a standalone basis, it would stay below the ordinary thresholds.

Statutory audit of annual accounts#

The certification of annual accounts is the statutory auditor's core assignment. It provides shareholders, investors and third parties with reasonable assurance that the accounts give a true and fair view of the entity's financial position.

Our audit process follows a risk-based methodology (NEP 315):

• Entity understanding: business sector, regulatory environment, accounting system, internal controls
• Risk assessment: identification of material misstatement risks by accounting cycle (purchases, sales, cash, fixed assets, payroll)
• Audit plan: materiality threshold, targeted procedures focused on risk areas
• Field work: direct confirmations (circularisations with clients, suppliers, banks), sampling, control tests, analytical review
• Report issuance: unqualified opinion, qualified opinion or disclaimer of opinion

Management letter

Beyond the statutory certification report, we systematically deliver a management letter to directors, summarising internal control weaknesses identified, tax or employment risks detected, and recommended accounting and organisational best practices.

Voluntary appointment: a strategic advantage for SMEs#

Even when not legally required, appointing a statutory auditor voluntarily is often a worthwhile strategic investment:

• Improved bank creditworthiness: banks offer more favourable lending conditions to companies with audited accounts. The annual auditor fee is often lower than the savings achieved on credit margins.
• Faster fundraising: investors (business angels, venture capital funds) almost always require audited accounts before investing. Having a statutory auditor in place accelerates the due diligence process.
• Protecting share transfers: buyers often negotiate price reductions in the absence of an audit. Certified accounts protect the seller and support higher valuations.
• Public tender requirements: many public contracts and major client agreements require certified or audited accounts.
• Early warning procedure: the statutory auditor is legally required to trigger an alert when detecting facts that could compromise going-concern continuity, enabling early corrective action.

Read: Business financing solutions 2026

Contribution auditor (commissaire aux apports)#

When a company is incorporated or raises capital through in-kind contributions, the contribution auditor verifies that the value attributed to contributions is accurate and not overstated.

• In an SAS: a contribution auditor must in principle be appointed for any in-kind contribution. Since the Soilihi law of 19 July 2019, partners may waive it unanimously when no single in-kind contribution exceeds 30,000 EUR and the total of in-kind contributions does not exceed half the share capital (Art. L. 227-1 C.com).
• In an SARL: exemption possible if contribution < EUR 30,000 AND < 50% of capital, subject to unanimous partner agreement.

Our work includes: asset identification and description, selection and justification of valuation methods (comparables, DCF, market value), verification of absence of overvaluation, drafting of the contribution report for shareholders and the court registry.

See our guide: Contribution auditor: role, obligations and procedure

Merger and demerger auditor#

In restructuring operations (merger, demerger, partial asset contribution), we attest to the appropriateness of values and the fairness of the exchange ratio proposed to shareholders. Our work includes: analysis of exchange reports and company valuations, verification of valuation method consistency across entities, drafting of the report for general meetings, and coordination with corporate lawyers.

Dedicated service: merger auditor in Paris (exchange-ratio report, article L.236-10).

Transformation auditor#

When a company changes legal form (e.g. SARL to SAS), we certify that net assets are at least equal to share capital, protecting creditors and shareholders of the new legal entity.

Dedicated service: transformation auditor in Paris. For the legal detail, see our full guide.

Before acquiring a business, a thorough financial due diligence identifies hidden risks and informs price negotiation.

Quality of earnings and balance sheet review#

• Quality of earnings: normalised EBITDA restatements, identification of non-recurring or one-off items (exceptional provisions, off-market rents, above-market director remuneration)
• Balance sheet review: net debt (including leases, factoring, shareholder loans), normalised working capital requirement vs actual, off-balance-sheet commitments (guarantees, outstanding litigation)
• Tax review: ongoing tax audits, reassessment risks, tax credits (CIR)
• Employment review: payroll compliance, tribunal exposure, leave and pension provisions

In practice, each of these streams produces concrete adjustments rather than generic observations.

On earnings, we have seen normalised EBITDA move by six figures once excess or released provisions and one-off charges are removed, which directly changes the multiple a buyer should pay. Off-market rents and above-market director remuneration are restated to a normalised level so that the sustainable margin is visible.

On the balance sheet, the gap between reported and real net debt, once finance leases, factoring and shareholder current accounts are added back, is often the single largest negotiating point, alongside the difference between a normative working capital requirement and the figure actually carried at the reference date.

The tax and employment streams typically surface latent liabilities (reassessment exposure, in-progress or past tax audits, untaken paid leave, retirement provisions, and contested director status) that belong in the asset-and-liability guarantee rather than in the headline price.

We quantify each item so that the discussion with the seller is anchored in figures, not impressions, and so that the warranty perimeter is defined before the binding offer is signed.

Due diligence report and price protection#

Our report provides prioritised key findings classified by risk level, price adjustment recommendations (escrow, deferred consideration), specific warranties to include in the asset and liability guarantee, and a first-100-days integration plan to secure the post-acquisition transition.

Certification is not a rubber stamp: it follows a normed approach, the French professional standards (NEP), the local transposition of the International Standards on Auditing (ISA), approved by decree and overseen by the Haute Autorité de l'Audit. Below, in full transparency, is the method we apply to every engagement. It shows directors what happens "under the bonnet" and gives fellow auditors a concrete work-programme benchmark.

1. Understanding the entity and setting materiality. We map the business, its regulatory environment and internal controls, then assess the risks of material misstatement by cycle (NEP 315). The whole programme is calibrated on the materiality threshold: in practice, around 5% of pre-tax recurring profit, or 1 to 2% of turnover for small entities. Below it, a misstatement does not alter the reader's judgement; above it, it must be corrected or qualified.

2. Reviewing the accounting entries file (FEC). The FEC (mandatory, art. L. 47 A-I of the LPF, 18 standardised columns) is the foundation of the entire audit. We check its integrity: total debit equals total credit, continuous entry numbering, dates within the financial year, account compliance with the French chart of accounts (PCG), and the absence of unbalanced or abnormal entries. A non-compliant FEC weakens the engagement and, in a tax audit, exposes the company to rejection of its accounting records.

3. Balance-sheet testing. Fixed assets (gross value less accumulated depreciation, depreciation schedule and pro rata temporis), reconciliation of every cash account against the bank statement, justification of shareholder current accounts (account 455) and regulated agreements, recomputation of corporate income tax payable, and justification of deferred income.

4. Income-statement testing and cut-off. This is the most sensitive test: attaching every income and expense item to the correct period. We reconcile turnover with cash receipts and sales journals, then review deferred income and prepaid expenses (subscriptions straddling two years), accrued invoices and accrued income.

5. Trial balance and general ledger. Line-by-line agreement between the trial balance, the balance sheet and the income statement; reconciliation (lettrage) of the client account (411); justification of any abnormal credit balance; and targeted sampling of significant ledger entries.

6. Tax return (liasse fiscale). Agreement of the 2033 schedules (simplified regime) or 2050 to 2065 (normal regime) with the accounts; the move from accounting profit to taxable profit via the add-backs and deductions on schedule 2058-A; and the corporate income tax statement (2572) with the applicable rate (15% up to EUR 42,500 of profit for eligible SMEs, 25% above).

7. Cross-cutting checks and opinion. Review of subsequent events, assessment of going concern, regulated agreements and, where applicable, reporting of criminal offences. Our opinion then takes one of four forms: unqualified, qualified (a circumscribed disagreement or limitation), adverse opinion / refusal to certify (material and pervasive misstatements), or disclaimer (a major limitation preventing us from gathering sufficient evidence). It always comes with an actionable management letter.

Statutory audit is not reserved for large groups. It concerns any structure where the reliability of the accounts carries legal, financial or reputational weight, whether the appointment is mandatory or chosen voluntarily.

• SMEs and mid-sized companies exceeding the legal thresholds: meeting the obligation and securing legal certainty for shareholders and third parties
• Startups in fundraising mode: credibility with investors, even before the legal thresholds are reached
• Groups of companies: audit of subsidiaries and the parent company, with a consolidated view
• SAs and SCAs: an unconditional legal obligation regardless of size
• Associations receiving more than 153,000 euros in public subsidies
• Director-buyers acquiring a business: pre-acquisition and post-acquisition audit

See also: Tech startups, our sector expertise | Regulated professions

1. Kick-off meeting: getting to know the entity, agreeing the audit calendar and the list of documents to prepare
2. Preliminary work (before year-end): interim analytical review, internal control testing, liaison with the accountant
3. Year-end close work (after the balance-sheet date): verification of balances, circularisations, review of subsequent events
4. Draft report and discussion: presentation of conclusions and responses to the director's observations
5. Report signature: issuance of the certification report or the specific-assignment report
6. Management letter: delivery of internal control recommendations to the directors

1. Confusing accountant and statutory auditor: legally incompatible roles for the same entity by the same professional.
2. Failing to appoint a required statutory auditor: criminal penalties for directors; general meeting decisions can be annulled.
3. Changing auditors mid-mandate without legitimate cause: exposes the company to significant damages.
4. Underestimating the value of voluntary appointment: lower borrowing costs and higher exit valuations often far outweigh the audit fee.
5. Skipping the contribution audit in an SAS when it is required: a structural irregularity that can void the operation and expose founders to personal liability.

Case 1: Industrial SME, disposal at EUR 3M#

We were engaged for pre-disposal due diligence on a 45-employee industrial SME. Our normalised EBITDA review revealed EUR 350,000 of non-recurring items (exceptional litigation charges and excess provisions) and EUR 120,000 of off-balance-sheet commitments (personal guarantee given to a shareholder). The disposal price was revised down by 7%, and the warranty specifically covered the identified tax risk. The buyer was protected; the seller avoided post-closing challenges.

Case 2: SaaS startup, EUR 2.5M fundraise#

A 3-year-old Paris tech startup (50 employees, EUR 1.8M revenue) seeking to raise EUR 2.5M from VC funds. Investors required audits of the last 3 financial years. Our voluntary statutory audit assignment certified the accounts and issued an unqualified opinion. The fundraise closed in 6 weeks, compared to the 4-month average for companies without an auditor.

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• CRCC Paris registration: Samuel HAYOT, signing auditor, is your direct contact throughout the engagement, with no delegation to junior staff for key meetings
• Dual expertise: accounting and statutory audit under one roof for a complete financial and tax perspective
• Advanced technology: CaseWare (ledger data analytics) and Révisaudit for FEC import, enabling automated anomaly detection
• Sector experience: startups, regulated professionals, real estate, retail, associations
• Responsiveness: controlled timelines for urgent assignments (pre-sale due diligence, contribution audit during fundraising rounds)
• Multidisciplinary network: partnerships with corporate lawyers, notaries and valuation experts for complex operations