- The contribution auditor's (commissaire aux apports) report, like the conversion auditor's (commissaire à la transformation), must be held at the registered office at least eight days before the general meeting (Art. R.225-136 and R.224-3 French Commercial Code).
- A comfortable timeline starts at D-15 before the EGM: engagement letter signed, complete documents, report signed no later than D-9.
- Delays rarely come from the auditor: incomplete file, out-of-date accounts, non-unanimous appointment, conflict discovered late.
- After the EGM: legal notice and filing through the INPI one-stop formalities portal within one month.
- Report signed within 48 hours of receiving the complete file for most engagements.
The general meeting date is set, the closing has been announced, the lawyer is waiting for the report. This is when most managers discover that an auditor is needed, and that the law imposes deadlines that cannot be negotiated. This guide sets out, for each transaction, the legal deadline that drives the timeline, then proposes a standard timeline that your lawyer and accountant can use as is.
When is a report mandatory, and when is it not?
| Transaction | Report required | Exemption |
|---|---|---|
| Conversion into an SAS or SA | Conversion auditor (Art. L.224-3) | The company already has a statutory auditor: that auditor issues the report |
| Contribution in kind to an existing SAS or SA | Contribution auditor (Art. L.225-147) | None in an SAS; exemption possible on incorporation subject to conditions |
| Debt set-off (SA, SAS) | Statutory auditor's certificate (Art. R.225-134) | SARL: no certification required by law |
| Waiver of preferential subscription rights in favour of named persons | Report by a statutory auditor (Art. L.225-138) | Individual waiver by each shareholder of its right |
| Interim dividend | Certified balance sheet (Art. L.232-12) | Distribution after the general meeting approving the accounts |
| Share capital reduction not due to losses | Report by the statutory auditor, if there is one (Art. L.225-204) | No auditor in office: no report to commission |
| Reserved preference shares | Special benefits auditor (Art. L.228-15) | Existing class: special report (Art. L.228-12) |
If in doubt, the Which report do I need? tool identifies the report required in a few questions. Each case is covered in detail in our guides, for example contribution auditor: required or exempt?
What the auditor does, and what drives the timeframe
The auditor does not simply sign. Depending on the engagement, contribution auditor, conversion auditor or share capital transactions, it assesses the value of the contributions or of the company's assets, checks that equity is at least equal to share capital, certifies a statement of account or a balance sheet, or assesses a special benefit. This work relies on documents: their availability, more than the auditor's work, determines the real timeframe.
Three legal deadlines structure the timeline:
- filing of the report eight days before the general meeting for contributions, special benefits and conversions;
- the notice period: 15 days in an SARL (Art. R.223-20) and in an SA on first notice (Art. R.225-69), period set by the articles of association in an SAS (Art. L.227-9);
- the formalities period of one month after the decision, through the INPI one-stop formalities portal.
The engagement, step by step
- D-15 – Quote: description of the transaction and EGM date. Written reply within 24 working hours.
- D-14 – Engagement letter and appointment: independence check, signature, unanimous appointment decision prepared by the lawyer.
- D-13 to D-12 – Documents: the accountant and lawyer send the complete file.
- D-12 to D-10 – Procedures: analysis, written questions, management's answers.
- D-10 – Signed report: within 48 hours of receiving the complete file; 5 to 7 days for a business as a going concern (fonds de commerce), shares, a partial asset contribution or an SA.
- D-9 – Filing at the registered office and with the registry, or no later than D-8.
- D0 – EGM or unanimous shareholders' decisions.
- D+1 to D+30 – Formalities: legal notice, updated articles of association, filing through the INPI one-stop formalities portal.
Timeline and legal deadlines
| Step | Deadline | Legal basis |
|---|---|---|
| Contribution auditor's report at the registered office and the registry | At least 8 days before the EGM | Art. R.225-136 French Commercial Code |
| Conversion auditor's report at the registered office | At least 8 days before the general meeting | Art. R.224-3 French Commercial Code |
| Filing of the conversion report with the registry | Filing formality | Art. R.123-105 French Commercial Code |
| Notice of the general meeting (SARL) | At least 15 days | Art. R.223-20 French Commercial Code |
| Notice of the EGM (SA) | 15 days; 10 days on second notice | Art. R.225-69 French Commercial Code |
| Notice (SAS) | Set by the articles of association | Art. L.227-9 French Commercial Code |
| Capital reduction, company with a statutory auditor | Proposal sent 45 days before the general meeting | Art. R.225-150 French Commercial Code |
| Creditor objections (reduction) | 20 days from filing of the minutes with the registry | Art. R.225-152 French Commercial Code |
| Amendment formalities | Within one month of the decision | INPI one-stop portal |
What causes delays
- An incomplete file: the 48-hour period runs from receipt of the complete file. An unfinished contribution agreement or a missing valuation pushes back the whole timeline.
- Out-of-date accounts: more than six months after the year-end, interim accounts are in practice requested to assess value or equity.
- A non-unanimous appointment: a single absent or opposing shareholder means an application to the president of the commercial court, or of the economic activities court where one exists.
- A conflict discovered late: the statutory auditor in office in the company faces a strong presumption of incompatibility for a contribution auditor engagement (Art. L.821-31 French Commercial Code; CNCC ethics committee (CEP) note of 5 February 2026). For special benefits, the exclusion covers any engagement carried out in the previous three years (Art. L.228-15).
How to save a week
- Contact the auditor before convening the general meeting, to set a date compatible with filing at D-8.
- Have the unanimous appointment decision signed electronically as soon as the engagement letter is signed.
- Send all the documents listed below in a single transmission.
- Have the accountant prepare interim accounts in parallel if the year-end is more than six months old.
Documents to provide
Prepared by the lawyer:
- draft contribution agreement or resolutions, and draft amended articles of association;
- decision appointing the auditor;
- notice of meeting and report of the president or the management.
Prepared by the accountant:
- latest annual financial statements, recent trial balance and general ledger;
- interim accounts if necessary;
- valuation material: valuation report, business plan, inventory of contributed assets.
Provided by management: articles of association, Kbis extract (company registration certificate), title deeds, significant contracts, management representation letter.
How much does a report delivered on time cost?
Prices do not depend on urgency, but on the nature of the engagement. Prices excl. VAT, "from":
- conversion of an SARL or EURL into an SAS or SASU: from €550; conversion into an SA: on quote;
- contribution in kind, business as a going concern, shares, partial asset contribution: from €550;
- waiver of preferential subscription rights: from €380; debt set-off: from €710;
- share capital reduction: from €590; interim dividend: from €590;
- special benefits: from €1,040; merger or demerger: on quote.
The price varies with the value and nature of the assets, the number of contributors and the quality of the information available. The simulator on the pricing page gives an immediate estimate, and the quote fixes the price before any commitment.
Your general meeting is scheduled and the eight-day deadline is approaching: calculate your timeline from the EGM date.
Frequently asked questions
How many days before the EGM must the contribution auditor's report be filed?
At least eight days before the general meeting, at the registered office and with the court registry (Art. R.225-136 French Commercial Code). The report must therefore be signed no later than the day before that filing.
Can the shareholders waive the eight-day period?
Filing with the registry is a regulatory formality; the registry checks the filing date when recording the amendment. It is prudent to treat the period as fixed and to build the timeline accordingly.
What if the shareholders are not unanimous on the choice of auditor?
The auditor is then appointed by order of the president of the commercial court, or of the economic activities court where one has been established, on application by the legal representative. Allow for the time needed to process the application in your timeline.
Are financial statements closed more than six months ago enough for a share capital transaction?
Often not in practice: the auditor needs recent financial information to assess the value of the assets or the equity. Interim accounts are then requested, which lengthens the timeline if they were not anticipated.
How long should be allowed for a share capital reduction not due to losses?
If the company has a statutory auditor, the proposal is sent to it 45 days before the general meeting (Art. R.225-150). After the general meeting, creditors have 20 days from the filing of the minutes with the registry to object (Art. R.225-152).
Within what period must the formalities be completed after the general meeting?
The change must be declared through the INPI one-stop formalities portal within the following month, after publication of a legal notice.
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- Registry of the Paris Economic Activities Court – Capital increase in kind (SA): report filed eight days before the EGM
- Registry of the Paris Economic Activities Court – Appointment of a contribution auditor (Art. R.225-136 cited)
- Legalstart – Notice periods for general meetings (R.223-20, R.225-69, L.227-9)
- INPI – Amending your company's details: one-month deadline and legal notice
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.