- In an SA or SAS, the statement of account (arrêté de compte) for the debt being set off must be certified as accurate by a statutory auditor (Art. R.225-134 French Commercial Code).
- Where no statutory auditor is in office, one is appointed for this purpose, for this transaction only.
- The certificate takes the place of the depositary's certificate (Art. L.225-146, para. 2): it records that the shares have been paid up.
- The debt must be certain, liquid and payable: a blocked current account must first be unblocked.
- Certificate signed within 48 hours of receiving the complete file. Price from €710 excl. VAT.
Converting a shareholder current account (shareholder loan, compte courant d'associé) into share capital is one of the most common transactions in the life of a company. It strengthens equity without any cash movement: the shareholder subscribes for new shares and pays for them by setting off the sum the company owes it. Economically, the transaction is simple. It nonetheless follows precise formalities, well known to your lawyer or accountant, which require a statutory auditor (commissaire aux comptes) in companies limited by shares.
When is this certificate mandatory?
In an SA (public limited company), Article R.225-134 of the French Commercial Code provides that the debt is the subject of a statement of account drawn up by the board of directors or the management board, and certified as accurate by the statutory auditor or, failing that, by a statutory auditor appointed for this purpose. Article L.225-146, paragraph 2, specifies that payment by set-off against liquid and payable debts is recorded in a certificate, which takes the place of the depositary's certificate.
These rules apply to the SAS (simplified joint-stock company) and the SASU (single-shareholder SAS) by cross-reference in Article L.227-1 of the French Commercial Code. The statement of account is then drawn up by the president.
When the certificate is not required
- SARL (private limited company) and EURL (single-member SARL): the legislation does not require the certification of the statement of account that applies to companies limited by shares. The manager draws up the statement of account. If the SARL already has a statutory auditor, the practice is to ask it to certify the statement; otherwise, no auditor needs to be appointed for this transaction alone.
- Ordinary cash payment: if the shareholder actually pays funds into the deposit account, the depositary's certificate records the payment.
- Contribution of a debt owed by a third party: this is no longer a set-off but a contribution in kind, which falls to the contribution auditor.
If your company already has a statutory auditor, that auditor certifies the statement of account. Our involvement concerns companies that have none. If in doubt about the report required, the online Which report do I need? tool guides you in a few questions.
What the statutory auditor checks
The engagement is neither an audit nor a limited review of the financial statements. It covers only the debt being set off. The statutory auditor checks that:
- the debt is certain in its existence: it is recorded in the accounts and supported by documents (bank transfers, contracts, current account agreements);
- it is fixed in amount at the date of the statement of account, including accrued interest where relevant;
- it is payable: no blocking, subordination or notice agreement defers its repayment;
- its amount is at least equal to the portion of the subscription price paid by set-off, including any share premium;
- the statement of account agrees with the accounting records and with the decisions setting the terms of the increase.
It then issues a certificate attesting to the accuracy of the statement of account. This document is included in the formalities file: it replaces the bank certificate which, in a cash capital increase, records the deposit of funds.
Point of attention: preferential subscription rights
The increase is often reserved to the creditor shareholder alone. If the other shareholders do not individually waive their preferential subscription rights and the general meeting disapplies them in favour of a named person, a separate report by a statutory auditor is required (Art. L.225-138 French Commercial Code). We handle both reports on the same timeline. See our guide on the waiver of preferential subscription rights.
The engagement, step by step
- Quote: you describe the transaction (legal form, amount, number of creditors). Written reply within 24 working hours.
- Engagement letter: we confirm our independence, then the letter is signed. Your adviser prepares the appointment decision.
- Documents: you send the statement of account signed by the president and the evidence supporting the debt.
- Procedures: reconciliation with the accounting records, review of current account agreements, payability and amount.
- General meeting: the extraordinary general meeting (EGM), or the sole shareholder's decision, approves the increase.
- Subscription: the shareholder signs the subscription form and declares that the shares are paid up by set-off.
- Signed certificate: within 48 hours of receiving the complete file. It records the payment and dates the completion of the increase.
- Formalities: updated articles of association, legal notice, filing through the INPI one-stop formalities portal.
Timeline and legal deadlines
| Step | Deadline | Legal basis |
|---|---|---|
| Notice of the EGM (SA) | At least 15 days on first notice | Art. R.225-69 French Commercial Code |
| Notice of the EGM (SAS) | Period set by the articles of association | Art. L.227-9 French Commercial Code |
| Notice of the general meeting (SARL) | At least 15 days | Art. R.223-20 French Commercial Code |
| Statement of account | Drawn up before the subscription, at a date close to it | Art. R.225-134 French Commercial Code |
| Statutory auditor's certificate | Issued after the subscription; takes the place of the depositary's certificate | Art. L.225-146, para. 2 French Commercial Code |
| Amendment formalities | Within one month of the change | INPI one-stop portal |
Unlike the contribution auditor's report, the certificate does not have to be filed at the registered office eight days before the general meeting: it comes afterwards, at the time of subscription. This is what makes the transaction quick. To build a timeline back from the date of your general meeting, use the timeline page or read our guide on the timeline of share capital transactions.
Documents to provide
- Up-to-date articles of association and a Kbis extract (company registration certificate) less than three months old.
- Latest approved annual financial statements and a recent trial balance.
- General ledger for the shareholder current account (or the relevant supplier account) since it was opened or since the last year-end.
- Current account, blocking or subordination agreements, and any amendment lifting the block.
- Evidence of the advances: bank statements, contracts, invoices.
- Statement of account dated and signed by the president (or the board of directors).
- Draft EGM minutes and president's report; subscription form.
How much does a capital increase by debt set-off cost?
The statutory auditor's certificate is offered from €710 excl. VAT. The price varies with:
- the number of creditors and debts set off;
- the age and volume of transactions on the current account;
- any blocking or subordination agreements to be reviewed;
- whether a report on the waiver of preferential subscription rights is also needed (from €380 excl. VAT).
The simulator on the pricing page gives you an immediate estimate. The final price is set out in the quote, before any commitment.
Your EGM is scheduled and your lawyer is waiting for the certificate: entrust us with the statement of account, written reply within 24 working hours.
Frequently asked questions
Can a blocked shareholder current account be converted into share capital?
Not while the blocking agreement is in force: the debt is not payable. The block must first be lifted, by an amendment signed by the company and the shareholder, before the statement of account is drawn up.
My SAS has no statutory auditor: who certifies the statement of account?
A statutory auditor appointed for this purpose (Art. R.225-134 French Commercial Code). Its engagement is limited to the transaction and does not entail an appointment to audit the annual financial statements.
Is a statutory auditor needed for a debt set-off in an SARL?
The French Commercial Code does not require, for the SARL, the certification of the statement of account that applies to SA and SAS companies. The manager draws up the statement; if the SARL has a statutory auditor, the practice is to ask it to certify the statement.
Can the statutory auditor certify a debt that has not yet been recorded in the accounts?
No. It checks that the debt is certain in its existence, fixed in amount and payable, on the basis of the accounting records and supporting documents. A debt that is unrecorded or disputed must first be regularised.
Does an increase reserved to the creditor shareholder require another report?
Yes, if the other shareholders' preferential subscription rights are waived in favour of a named person: a statutory auditor must then issue a separate report on the waiver of preferential subscription rights (Art. L.225-138 French Commercial Code).
How long between receipt of the file and the certificate?
The certificate is normally signed within 48 working hours of receiving the complete file, once the subscription has been made.
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- French Commercial Code, Art. L.225-146 (reproduced text)
- 118th Congress of French Notaries (2022) – The notary and capital increases by debt set-off
- Lextenso, Actes et clauses – Appointment of an ad hoc statutory auditor (Art. L.225-146 certificate)
- Juritravail – Statement of account for subscription to share capital by debt set-off (SARL)
- INPI – Amending your company's details (one-stop portal, one-month deadline)
Article up to date as at 8 October 2026, for general information only. It does not replace the review of your file by your lawyer or by the firm. Sources are in French.