- Contributing a business as a going concern (fonds de commerce) to a company is a contribution in kind: its value must in principle be assessed by a contribution auditor.
- On incorporation of a SARL or an SAS, a unanimous exemption is possible below two thresholds; on a share capital increase of an SAS or SA, no exemption is available (Art. L.225-147 French Commercial Code).
- The transaction has effects specific to the business: commercial lease, transfer of employees, rights of the contributor's creditors, transfer duties.
- Report signed within 5 to 7 days of receiving the complete file, kept at the registered office at least 8 days before the general meeting.
- Fees from €660 excl. VAT.
Moving a sole proprietorship into a company, or bringing a business into an existing structure, often involves contributing the business as a going concern. In French law, a fonds de commerce is the set of assets used to run a commercial business: customer base, lease rights, trade name, equipment. The transaction is simple in principle: the contributor transfers their customer base, lease rights, trade name and equipment, and receives shares in return. It nonetheless requires a secure valuation and the coordination of several legal regimes. Here is what the company head and their adviser need to know.
When is the report required?
On incorporation of the company
In a SARL (private limited company), Art. L.223-9 of the French Commercial Code requires contributions in kind to be valued by a contribution auditor (commissaire aux apports). The future shareholders may, however, decide unanimously not to appoint one if two conditions are met: no contribution in kind exceeds €30,000, and the total value of contributions not subject to valuation does not exceed half of the share capital (Art. D.223-6-1). The same option exists for the SAS (simplified joint-stock company) on incorporation (Art. L.227-1 and D.227-3).
In practice, a trading business often exceeds €30,000. The exemption is then unavailable and the appointment becomes mandatory.
On a share capital increase
- SAS and SA: Art. L.225-147, which applies to SASs by cross-reference from Art. L.227-1, requires a contribution auditor. No exemption is available, whatever the amount.
- SARL: Art. L.223-33 refers to Art. L.223-9. The exemption below the same thresholds is generally accepted, but the question calls for caution and analysis with your adviser.
Who can be appointed?
The contribution auditor is a statutory auditor (commissaire aux comptes) or an expert registered on a list with the courts. The auditor is appointed unanimously by the shareholders or, failing that, by the president of the commercial court. In a note of 5 February 2026, the Professional Ethics Committee of the CNCC (French national institute of statutory auditors) sets a strong presumption of incompatibility between an incumbent statutory audit engagement and acting as contribution auditor on a transaction to which the entity is a party. To find out which report applies to you, use our tool Which report do I need? or read our guide on when a contribution auditor is required or can be dispensed with.
What the contribution auditor checks
The auditor assesses, under their own responsibility, the value of the contributions in kind and checks that it is not overstated relative to the share capital and share premium issued in consideration for the contribution. For a business as a going concern, the work covers in particular:
- the existence and ownership of the contributed items: customer base, trade name, shop sign, lease rights, equipment, inventory;
- the registered charges over the business (liens, pledges), taken from the statement issued by the registry;
- the valuation methods used (profitability, revenue multiples, industry scales) and their consistency with the historical accounts;
- any liabilities assumed by the company: a contribution for consideration reduces the net value paid for in shares;
- any special benefits granted to the contributor.
The auditor does not set the value in place of the parties. The auditor gives an opinion on the value they propose in the contribution agreement (traité d'apport).
Effects specific to the business, to be handled by your adviser
- Commercial lease: a clause prohibiting assignment of the lease to the purchaser of the business is deemed unwritten (Art. L.145-16 French Commercial Code). Clauses that regulate the assignment, such as the landlord's participation in the deed, remain valid. Unless a notarial deed is used, the assignment must be formally served on the landlord (Art. 1690 of the French Civil Code).
- Employees: current employment contracts are transferred automatically to the company (Art. L.1224-1 of the French Labour Code).
- The contributor's creditors: the contribution is published under the rules governing the sale of a business. Unregistered creditors declare their claims to the registry within ten days of the last publication; if no action for nullity is brought within the following fifteen days, the company is jointly and severally liable for the declared claims (Art. L.141-21 and L.141-22).
- Transfer duties: a pure and simple contribution by a person not subject to corporate income tax to a company subject to corporate income tax is treated as a transfer for consideration (Art. 809, I-3° of the French General Tax Code (CGI)), unless the contributor undertakes to hold the shares received for three years. The portion paid for by the assumption of liabilities is taxed as a sale (BOI-ENR-AVS-10-30).
- Capital gains and tax return: the sole trader may opt, in the contribution deed, for the tax deferral under Art. 151 octies of the CGI, subject to conditions. The cessation tax return must be filed within sixty days (Art. 201 of the CGI).
How the engagement runs, step by step
- Quote: you describe the transaction; we reply in writing within 24 working hours.
- Engagement letter and check of our independence from the contributor and the company.
- Sending the documents: draft contribution agreement, accounts, lease, inventory.
- Audit work: review of the contributed items, analysis of the valuation method, discussions with the chartered accountant and the lawyer.
- Signed report within 5 to 7 days of receiving the complete file.
- Filing of the report at the registered office (or attachment to the articles of association on incorporation), then with the registry as part of the formalities.
- General meeting or signature of the articles of association, approval of the contribution.
- Formalities: legal notice publication, publication of the contribution of the business, filing on the INPI one-stop formalities portal.
Timeline and legal deadlines
| Step | Deadline | Provision |
|---|---|---|
| Auditor's report (complete file) | 5 to 7 days | Firm's commitment |
| SARL incorporation: report attached to the articles | On signature of the articles | Art. L.223-9 French Commercial Code |
| SAS / SA share capital increase: report kept at the registered office | At least 8 days before the EGM | Art. R.225-136 French Commercial Code |
| Declaration of the contributor's debts to the registry | 10 days after the last publication | Art. L.141-21 French Commercial Code |
| Action for nullity of the contribution | 15 days after the declaration period expires | Art. L.141-22 French Commercial Code |
| Sole trader's tax return | 60 days | Art. 201 CGI |
Is a meeting already scheduled? Our timeline tool calculates the key dates from the meeting date.
Documents to provide
- Draft contribution agreement and draft articles of association or resolutions.
- Annual accounts for the last three financial years of the contributed business and a recent financial statement.
- Commercial lease, amendments and any landlord consent.
- Statement of charges registered over the business (liens and pledges).
- Inventory of equipment and stock, with their value.
- List of transferred employees and main current contracts.
- Valuation note or report supporting the proposed value.
- Details of liabilities assumed by the company, where applicable.
How much does the contribution auditor's report on a business cost?
Our fees start at €660 excl. VAT for the contribution of a business as a going concern. The final amount depends on the value and composition of the business, whether a valuation report exists, the liabilities assumed, the number of establishments and the turnaround required. The pricing simulator gives an immediate estimate; a fixed-price quote is sent to you within 24 working hours.
Frequently asked questions
Do I need a contribution auditor to contribute my business to the SARL I am setting up?
Not necessarily. The shareholders may decide unanimously not to appoint one if no contribution in kind exceeds €30,000 and the total of unvalued contributions does not exceed half of the share capital (Art. L.223-9 and D.223-6-1 French Commercial Code). A business often exceeds the first threshold, in which case the appointment becomes mandatory.
Can a contribution auditor be dispensed with on a share capital increase of an SAS in consideration for a business?
No. Art. L.225-147, which applies to SASs via Art. L.227-1, requires a contribution auditor for any share capital increase by contribution in kind, with no exemption.
Can the landlord object to the business being contributed to a company?
Clauses prohibiting assignment of the lease to the purchaser of the business are deemed unwritten (Art. L.145-16 French Commercial Code). Clauses that regulate the assignment, such as the landlord's participation in the deed, remain valid, however, and must be complied with.
Are the employees of the sole proprietorship transferred to the company?
Yes. Art. L.1224-1 of the French Labour Code automatically transfers current employment contracts to the new employer, with their length of service and terms.
What transfer duties apply to contributing a business to a company subject to corporate income tax?
A pure and simple contribution by a person not subject to corporate income tax to a company subject to it is treated as a transfer for consideration, unless the contributor undertakes to hold the shares received for three years (BOI-ENR-AVS-10-30). The portion paid for by the assumption of liabilities is taxed as a sale.
How long does it take to obtain the contribution auditor's report on a business?
Allow five to seven days from receipt of a complete file. The report must then be made available to the shareholders at the registered office at least eight days before the general meeting, in SASs and SAs.
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- BOFiP, BOI-ENR-AVS-10-30: mixed contributions and contribution of a business to a company subject to corporate income tax
- BOFiP, BOI-REC-GAR-20-30-20-30: contribution of a business to a company (Art. L.141-21 and L.141-22 French Commercial Code)
- BOFiP, BOI-BIC-CESS-40: sale or cessation of business, tax return (Art. 201 CGI)
- Lefebvre Dalloz, practice note: assignment of the commercial lease to the purchaser of the business (Art. L.145-16 French Commercial Code)
- CNCC, Professional Ethics Committee: note on concurrent statutory auditor and contribution auditor engagements (5 February 2026)
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.