- The contribution auditor values contributions in kind: assets, a business as a going concern, shares, receivables. Never cash contributions.
- On incorporation of a SARL, EURL, SAS or SASU: exemption possible by unanimous decision if no contribution in kind exceeds €30,000 and their unvalued total does not exceed half of the share capital.
- Share capital increase in an SAS: no exemption; the auditor is mandatory (Art. L.225-147 via L.227-1).
- Without an auditor, or with a value different from the auditor's, the shareholders are liable for 5 years for the value used.
- Report available at least 8 days before the general meeting; engagement from €550 excl. VAT.
"Do we really need a contribution auditor?" The question comes up in almost every file involving a contribution in kind (apport en nature), meaning a contribution of something other than cash in exchange for shares. The answer depends on three factors: the company's legal form, the timing of the contribution (incorporation or share capital increase) and the value of the assets contributed. Here is how to read the rules, case by case, including the exemptions, which we will point out plainly.
When is the report required?
On incorporation of a SARL or an EURL
The principle is set by Art. L.223-9 of the French Commercial Code: the articles of association contain the valuation of each contribution in kind, based on an attached report prepared by a contribution auditor (commissaire aux apports). The future shareholders of the SARL (private limited company) or EURL (single-member SARL) may, however, decide unanimously not to appoint one if two cumulative conditions are met (Art. D.223-6-1):
- no single contribution in kind exceeds €30,000;
- the total value of contributions in kind not valued by an auditor does not exceed half of the share capital.
On incorporation of an SAS or a SASU
The same exemption exists for the SAS (simplified joint-stock company) and the SASU (single-shareholder SAS), on the same conditions (Art. L.227-1 and D.227-3). In a SASU, the sole shareholder appoints the auditor directly or decides to do without one.
On a share capital increase in an SAS or an SA
Art. L.225-147, which applies to the SAS by cross-reference from Art. L.227-1, requires a contribution auditor for any share capital increase that includes a contribution in kind. No exemption threshold applies here. Only very narrow exceptions exist (Art. L.225-147-1, in particular for certain securities admitted to trading), which do not concern SMEs.
On a share capital increase in a SARL
Art. L.223-33 refers to the regime of Art. L.223-9. In practice, the exemption is generally accepted on the same conditions, but some commercial court registries (greffes) present it as limited to incorporation. We recommend caution: check your registry's position before relying on it.
When no contribution auditor is needed
- Contributions made exclusively in cash;
- An incorporation meeting both exemption conditions, by unanimous decision;
- A share capital increase by capitalisation of reserves or by debt set-off (the latter requires a specific certificate: see our share capital transactions).
What the contribution auditor checks
The contribution auditor assesses, under their own responsibility, the value of the contributions in kind. In practice, the auditor checks:
- that the contributed assets exist and are owned by the contributor, and that there are no undisclosed encumbrances;
- that the valuation methods used are relevant and consistent;
- that the overall value of the contributions is at least equal to the amount of the share capital increase, including share premium;
- where applicable, any special benefits granted.
The auditor is chosen from among statutory auditors or experts registered with the courts, and is appointed unanimously by the shareholders or, failing that, by the president of the commercial court. Their independence is assessed under Art. L.821-31 of the French Commercial Code: the note of the CNCC (French national institute of statutory auditors) professional ethics committee of 5 February 2026 sets a strong presumption of incompatibility with the company's incumbent statutory auditor.
How the engagement runs, step by step
- Quote: nature of the asset, intended value, meeting date. Written reply within 24 working hours.
- Engagement letter, after checking that there is no incompatibility.
- Appointment unanimously by the shareholders, or by order of the president of the court.
- Sending the documents, electronically; the engagement is handled remotely anywhere in France.
- Audit work: review of ownership, valuation methods and assumptions.
- Signed report: within 48 hours for most contributions, 5 to 7 days for a business as a going concern, shares or a partial asset contribution.
- Filing at the registered office and with the registry, at least 8 days before the general meeting; on incorporation, the report is attached to the articles of association.
- General meeting or sole shareholder's decision approving the contribution.
- Formalities: legal notice publication and filing on the INPI one-stop formalities portal.
Timeline and legal deadlines
| Step | Deadline | Provision |
|---|---|---|
| Appointment of the auditor | Before any work begins; unanimity or court order | Art. L.223-9, L.225-147 French Commercial Code |
| Report kept at the registered office (SAS, SA) | At least 8 days before the general meeting | Art. R.225-136 French Commercial Code |
| Report filed with the registry | At least 8 days before the general meeting | Infogreffe formalities guide |
| Incorporation: report attached to the articles | Before the articles are signed | Art. L.223-9, L.227-1 French Commercial Code |
| Shareholders' liability where exempted | 5 years | Art. L.223-9, L.227-1 French Commercial Code |
Is your meeting date already set? Our timeline tool shows the latest date for sending a complete file. For the deadlines of all transactions, see also our guide to the timeline of share capital transactions.
Documents to provide
- Articles of association (or draft articles) and Kbis extract (company registration certificate) of the receiving company;
- Draft contribution agreement (traité d'apport) or draft minutes describing the asset and the consideration;
- Title deed to the contributed asset and statement of encumbrances (pledge, mortgage, registration);
- Valuation note: method, assumptions, sources;
- For a business as a going concern: accounts for the last three financial years, lease, list of employees;
- For shares: articles of association and accounts of the company whose shares are contributed, shareholders' agreement;
- Latest accounts of the receiving company in the case of a share capital increase.
How much does a contribution auditor cost?
At ALV, contributions in kind are offered from €550 excl. VAT, contributions of a business from €660, contributions of shares from €690 and partial asset contributions from €1,420. Above €1.5m of contributed value, the price is given on a quote. Mergers and demergers are priced on a quote.
Fees vary according to:
- the nature of the contribution (single asset, business as a going concern, shares, business division);
- the complexity of the valuation method and the number of assets;
- the quality of the documentation provided;
- the time available before the meeting.
The simulator on our pricing page gives an immediate estimate. For a holding company, see also our guide on the contribution of shares to a holding company.
Frequently asked questions
Is a contribution auditor required for a share capital increase in an SAS?
Yes, whenever the increase includes a contribution in kind. Art. L.225-147 of the French Commercial Code applies to the SAS by cross-reference from Art. L.227-1, and the exemption available on incorporation does not apply to a share capital increase.
Can I do without a contribution auditor when incorporating my SASU with a €20,000 contribution?
Yes, if the contribution in kind does not exceed €30,000 and the total of unvalued contributions in kind does not exceed half of the share capital. The sole shareholder decides; they then remain liable to third parties for 5 years for the value used.
Is a contribution auditor needed for a cash contribution?
No. The contribution auditor only values contributions in kind: assets, a business as a going concern, shares, receivables, intellectual property rights. Cash contributions are evidenced by the certificate issued by the depositary of the funds.
Can the company's statutory auditor act as contribution auditor?
This should be avoided. The note of the CNCC professional ethics committee of 5 February 2026 sets a strong presumption of incompatibility between an incumbent statutory audit appointment and the contribution auditor engagement (Art. L.821-31 French Commercial Code).
Can the shareholders use a value different from the auditor's?
They can, but in a SARL, and in an SAS on incorporation, they are then jointly and severally liable to third parties for 5 years for the value attributed to the contributions in kind. Fraudulent overvaluation is also a criminal offence.
How long does it take to obtain the report?
At ALV, the report is signed within 48 hours of receiving the complete file for a contribution of an asset, and within 5 to 7 days for a business, shares or a partial asset contribution. It must then be available at least 8 days before the general meeting.
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- Bpifrance Création — Contributions to a company (exemption, 5-year liability)
- Paris commercial court registry — Appointment of a contribution auditor
- Infogreffe — Share capital increase by contributions in kind
- CCI Paris Île-de-France — Share capital increases in SARLs
- CMS Francis Lefebvre — Sapin II Act, company law provisions
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.