- Any SARL or EURL without a statutory auditor that becomes an SAS or SASU must involve a conversion auditor (Art. L.224-3 French Commercial Code).
- The auditor assesses the value of the company's assets and any special benefits, and certifies that equity is at least equal to the share capital (Art. R.224-3).
- The report must be available at the registered office and filed with the registry at least 8 days before the general meeting.
- Shareholders must approve the report expressly, failing which the conversion is void (Cass. com., 19 June 2024, no. 22-19.624).
- At ALV: signed report within 48 hours of receiving the complete file, from €550 excl. VAT.
You have decided to convert your SARL (private limited company) into an SAS (simplified joint-stock company). The meeting date is set, your lawyer has drafted the articles of association, and one document is missing: the conversion auditor's report (rapport du commissaire à la transformation). In a few minutes, this guide tells you whether the report applies to you, what it contains, how long it takes and what it costs. For the conversion procedure as a whole, see our guide converting a SARL into an SAS: steps and timeline.
When is the report required?
Art. L.224-3 of the French Commercial Code sets the rule: when a company of any form that has no statutory auditor (commissaire aux comptes) converts into a company limited by shares (société par actions), one or more conversion auditors are appointed. Companies limited by shares are the SA, the SAS, the SASU and the SCA.
Cases where a conversion auditor is required
- A SARL without a statutory auditor that becomes an SAS;
- An EURL (single-member SARL) without a statutory auditor that becomes a SASU (single-shareholder SAS);
- A SARL, SNC or non-trading company (société civile) without a statutory auditor that becomes an SA (public limited company) — quote on request, as the engagement is broader.
Cases where one is not required
- The company already has a statutory auditor in office: that auditor issues the report. No conversion auditor is appointed.
- The conversion does not result in a company limited by shares: an SAS that becomes a SARL, for example, falls outside Art. L.224-3.
The conversion auditor is appointed by the shareholders unanimously. Failing that, the company's manager files a petition with the president of the commercial court, who rules by court order. The auditor is chosen from among statutory auditors or experts registered with the courts of appeal, and is subject to the incompatibilities set out in Art. L.224-3, L.225-8 and L.225-224 of the French Commercial Code. If you are unsure about your situation, our tool Which report do I need? answers the question in a few steps.
What the conversion auditor checks
The engagement rests on three provisions, which in practice apply together.
- Valuation of the company's assets (Art. L.224-3). The auditor assesses, under their own responsibility, the value of these assets. This is not an audit of the accounts: the auditor checks that the values used are not overstated.
- Special benefits (Art. L.224-3). The auditor examines whether the new articles of association grant a shareholder or a third party any special benefit (enhanced voting rights, specific financial rights) and assesses its scope.
- Coverage of the share capital (Art. R.224-3). The auditor certifies that equity is at least equal to the share capital.
For a SARL, there is also the report on the company's position required by Art. L.223-43 of the French Commercial Code. According to ministerial answer no. 30656 (JOAN, 25 March 2014), this report is prepared by a statutory auditor or by the conversion auditor; on the conversion of a SARL into an SAS, the two reports may be combined into a single report. That is the approach we take: one document, one filing.
How the engagement runs, step by step
- Quote request. You state the current legal form, the target form and the planned meeting date. Written reply within 24 working hours.
- Engagement letter. We check that there is no incompatibility, then sign the engagement letter.
- Appointment. The shareholders appoint us unanimously, by a simple written instrument. Failing unanimity, a petition is filed with the president of the court.
- Sending the documents. The file is sent electronically; the engagement is handled remotely, anywhere in France.
- Audit work. Review of the accounts, the interim financial position, significant assets and the draft articles of association.
- Signed report. Single report (L.224-3, R.224-3 and L.223-43), signed within 48 hours of receiving the complete file.
- Availability and filing. The report is kept at the registered office and filed with the registry at least 8 days before the general meeting.
- General meeting. Unanimous shareholders' decision (Art. L.227-3) and express approval of the report.
- Formalities. Legal notice publication, then 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.224-3 French Commercial Code |
| Report kept at the registered office | At least 8 days before the general meeting | Art. R.224-3 French Commercial Code |
| Report filed with the registry | At least 8 days before the general meeting (registry practice) | Art. R.123-105 French Commercial Code |
| Decision to convert into an SAS | Day of the meeting, unanimously | Art. L.227-3 French Commercial Code |
| Legal notice and filing on the one-stop portal | Within one month of the decision | Companies register (RCS) formalities |
In practice, allow around ten days between sending a complete file and the meeting: 48 hours for the report, then 8 days of availability. If your meeting date is already set, our timeline worked back from the meeting date shows the latest date for sending the documents.
Documents to provide
- Up-to-date articles of association of the SARL and a recent Kbis extract (company registration certificate);
- Latest approved annual accounts (balance sheet, income statement, notes) and corporate tax return;
- A recent interim financial statement if the last year-end was several months ago;
- Trial balance and general ledger at the date of the financial statement used;
- Draft articles of association of the SAS (special benefits clauses, preference shares where applicable);
- Draft minutes of the general meeting and the management report;
- Supporting documents for significant assets: business as a going concern (fonds de commerce), real estate, equity investments, current accounts;
- Unanimous instrument appointing the auditor, or the order of the president of the court.
How much does a conversion auditor cost?
The conversion of a SARL or EURL into an SAS or SASU is offered from €550 excl. VAT, including the single report. Conversion into an SA is priced on a quote.
Fees vary according to:
- the size of the balance sheet and the number of items to review;
- whether assets need to be valued separately (property, business, equity investments);
- how long ago the last year-end was and whether an interim financial statement is needed;
- whether the new articles of association include special benefits or preference shares.
For an immediate estimate, use the simulator on our pricing page or request a quote. Registry and legal notice fees are additional and are paid when the formalities are completed.
Frequently asked questions
My SARL already has a statutory auditor: do I need to appoint a conversion auditor?
No. Art. L.224-3 of the French Commercial Code only applies to companies that have no statutory auditor (commissaire aux comptes). If a statutory auditor is in office, that auditor issues the report required for the conversion.
Can the conversion auditor later become the statutory auditor of the SAS?
In principle, yes. The H3C (now the H2A, France's audit regulator) stated in its opinion 2012-06 that there is no incompatibility in principle between the two engagements, subject to a review under the code of ethics.
Who appoints the conversion auditor?
The shareholders, unanimously. Failing unanimity, the company's manager files a petition with the president of the commercial court, who makes the appointment by court order.
What happens if equity is lower than the share capital?
The auditor cannot certify that equity covers the share capital, as required by Art. R.224-3. The position must then be regularised before the conversion, for example by a share capital reduction or by strengthening equity.
Can the report be approved implicitly?
No. The French Supreme Court (Cass. com., 19 June 2024, no. 22-19.624) requires express approval of the valuation, failing which the conversion is void. A single resolution may, however, both approve the report and decide the conversion.
Is an auditor needed to convert an EURL into a SASU?
Yes, if the EURL has no statutory auditor. The sole shareholder then appoints the conversion auditor directly.
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- Infogreffe — Petition for the appointment of a conversion auditor
- Paris commercial court registry — Conversion auditor
- Ministerial answer no. 30656, JOAN 25 March 2014 — reports under L.224-3 and L.223-43
- Cass. com., 19 June 2024, no. 22-19.624 — express approval of the report (commentary)
- H2A — H3C opinion 2012-06, conversion auditor and statutory audit appointment
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.