- A partial asset contribution allows a company to contribute a business division to another company, in exchange for shares in the latter.
- The companies may opt into the demerger regime (Art. L.236-27 French Commercial Code): the division is then transferred by universal transfer of assets and liabilities.
- Under this regime, a demerger auditor is involved (Art. L.236-10). The shareholders may waive this unanimously, but a contribution auditor is still required.
- No report is required if the receiving company is a newly formed company with no other contribution, or under the simplified regime (wholly owned subsidiary, sister companies).
- Report signed within 5 to 7 days of receiving the complete file; fees from €1,420 excl. VAT.
Moving a business into a subsidiary, ring-fencing a division ahead of a sale, regrouping divisions within a group: the partial asset contribution (apport partiel d'actif) is the usual tool for these reorganisations. Order no. 2023-393 of 24 May 2023, applicable to transactions whose draft agreement is filed with the registry on or after 1 July 2023, followed by Law no. 2024-364 of 22 April 2024 (known as the DDADUE Act), amended its regime. This guide sets out the position for the company head and for the lawyer drafting the agreement.
When is the report required?
First question: is the transaction placed under the demerger regime?
Art. L.236-27 of the French Commercial Code allows the contributing company and the receiving company to place the partial asset contribution under the demerger regime (régime des scissions) by mutual agreement. This choice entails a universal transfer of the division: contracts, receivables and debts pass to the receiving company without item-by-item assignment formalities. The commercial lease follows automatically, notwithstanding any clause to the contrary (Art. L.145-16), and employees are transferred (Art. L.1224-1 of the French Labour Code).
Without this option, the transaction remains an ordinary contribution in kind to the receiving company. The ordinary contribution auditor (commissaire aux apports) rules then apply: mandatory on a share capital increase of an SAS or SA (Art. L.225-147, applicable to SASs via Art. L.227-1), and governed by Art. L.223-33 and L.223-9 in a SARL.
Under the demerger regime
- Principle: one or more demerger auditors (commissaires à la scission), appointed by court decision, prepare a report on the terms of the transaction (Art. L.236-10, I).
- Waiver: the shareholders may unanimously waive the demerger auditor (Art. L.236-10, II). A contribution auditor must then prepare the report on the value of the contributions in kind (Art. L.236-10, III and L.225-147).
- Newly formed receiving company: where the receiving company is incorporated for the transaction, with no contribution other than that of the contributing company, none of the reports under Art. L.236-10 is required (Art. L.236-22, applicable by cross-reference).
- Simplified regime: Art. L.236-28 dispenses with the reports for contributions between a company and its wholly owned subsidiary. The Act of 22 April 2024 extended it to sister companies whose share capital is wholly owned by the same company.
What the auditor checks
The demerger auditor checks that the values attributed to the contributions are relevant and that the consideration is fair. The report sets out the methods used, their appropriateness, the values they produce and any valuation difficulties.
The contribution auditor assesses, under their own responsibility, the value of the contributions in kind and checks that it is not lower than the amount of the share capital increase, including premium. In a partial asset contribution, the work covers in particular:
- the scope of the division: assets, liabilities, contracts and employees attached to it;
- the valuation method, book value or fair value depending on whether the companies are under common control and on the direction of the transaction, in accordance with the accounting rules for mergers and similar transactions;
- the effective date and retroactivity: for a newly formed company, the CNCC considers that the transaction cannot take effect before its registration (EJ 2024-38);
- off-balance-sheet commitments and the liabilities transferred.
The same professional may be appointed for both engagements. However, the Professional Ethics Committee of the CNCC (French national institute of statutory auditors) sets a strong presumption of incompatibility with the statutory audit (commissaire aux comptes) engagement of a company taking part in the transaction (note of 5 February 2026; Art. L.821-31 French Commercial Code).
The tax aspects, to be coordinated
The preferential merger tax regime (Art. 210 A and 210 B of the French General Tax Code (CGI)) applies to the contribution of a complete business division in exchange for shares, subject to conditions, in particular holding the shares received; otherwise, a ruling (agrément) may be requested. Registration duties are then limited to a fixed duty (Art. 816 and 817 of the CGI; BOI-ENR-AVS-20-80). These matters are for your tax adviser; the auditor ensures that the values used are consistent.
How the engagement runs, step by step
- Quote: written reply within 24 working hours after you describe the transaction.
- Engagement letter and check of our independence from both companies.
- Appointment: by order of the president of the commercial court for the demerger auditor; according to the rules applicable to the receiving company for the contribution auditor.
- Sending the documents: draft agreement, accounts, inventory of the division.
- Audit work: scope, valuation, consideration, discussions with advisers.
- Signed report within 5 to 7 days of receiving the complete file.
- Made available at the registered office and filed with the registry.
- General meetings of the companies concerned, then formalities on the INPI one-stop formalities portal and legal notices.
Timeline and legal deadlines
| Step | Deadline | Provision |
|---|---|---|
| Filing of the draft agreement with the registry and publication | At least 30 days before the first general meeting | Art. R.236-2 French Commercial Code |
| Objection by non-bondholder creditors | 30 days from publication of the draft agreement | Demerger regime, regulatory provisions |
| Reports made available to shareholders | At least 30 days before the general meeting | Art. R.236-1 et seq. French Commercial Code |
| Outside the demerger regime: contribution auditor's report at the registered office (SAS / SA) | At least 8 days before the EGM | Art. R.225-136 French Commercial Code |
| Auditor's report (complete file) | 5 to 7 days | Firm's commitment |
The 30-day period following the filing of the draft agreement drives the whole schedule: the auditor must be appointed well in advance. Our timeline tool works back from the meeting date, and our guide on legal deadlines for share capital transactions details the sticking points.
Documents to provide
- Draft partial asset contribution agreement, stating whether the parties opt into the demerger regime.
- Annual accounts of both companies and an interim financial statement if necessary.
- Contribution balance sheet for the division: assets, liabilities, off-balance-sheet commitments.
- Valuation report or note and calculation of the consideration.
- Group structure chart and shareholdings of both companies.
- List of employees and main contracts transferred.
- Articles of association, Kbis extracts (company registration certificates) and draft resolutions for the general meetings.
How much does the report on a partial asset contribution cost?
Our fees start at €1,420 excl. VAT. They vary with the size of the division, the complexity of the valuation, the number of companies involved, whether two reports are needed (demerger and contributions) and the time available. A demerger or merger proper is priced on a quote. The pricing simulator gives an indication, and we reply to any quote request within 24 working hours.
Frequently asked questions
Is a partial asset contribution necessarily subject to the demerger regime?
No. Since Order no. 2023-393 of 24 May 2023, the contributing company and the receiving company may, by mutual agreement, place the contribution under the demerger regime (Art. L.236-27 French Commercial Code). Otherwise, the transaction follows the rules for an ordinary contribution in kind.
Can the demerger auditor be dispensed with in a partial asset contribution?
Yes, by unanimous decision of the shareholders (Art. L.236-10, II). This waiver does not remove the assessment of contributions in kind: a contribution auditor must then issue the report provided for in Art. L.225-147 (Art. L.236-10, III).
Is an auditor needed for a partial asset contribution to a wholly owned subsidiary?
The simplified regime of Art. L.236-28 then dispenses with the reports of both the demerger auditor and the contribution auditor. Since Law no. 2024-364 of 22 April 2024, it also applies between sister companies whose share capital is wholly owned by the same company.
Can a partial asset contribution be retroactive?
Yes, retroactivity is permitted. However, where the receiving company is newly formed, the CNCC considers that the transaction cannot take effect before its registration with the companies register (RCS) (EJ 2024-38).
Can the statutory auditor of the contributing company act as auditor on the contribution?
In principle, no. The CNCC Professional Ethics Committee sets a strong presumption of incompatibility between these engagements where the audited entity is a party to the transaction (note of 5 February 2026).
Registered statutory auditor (CRCC Paris), qualified French chartered accountant. He personally signs the firm's reports.
Sources and legal texts
- Lefebvre Dalloz: the regime for mergers, demergers and partial asset contributions amended by the DDADUE Act of 22 April 2024
- CNB: regime for mergers, demergers and partial asset contributions, changes from 1 July 2023
- CNCC, Legal Studies Committee, EJ 2024-38: retroactivity of a partial asset contribution to a new company
- CNCC, Professional Ethics Committee: concurrent statutory auditor and contribution or merger auditor engagements (5 February 2026)
- BOFiP, BOI-ENR-AVS-20-80: registration duties on partial asset contributions
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.