Statutory auditor report for your share capital transactions
A capital increase reserved for an investor, converting a shareholder loan into equity, an interim dividend: for these transactions, French law requires a statutory auditor (commissaire aux comptes). If your company has none, it appoints one for that transaction alone. We act on that precise scope, at a fixed price.
Choose your transaction
Reserved capital increase (waiver of preferential subscription rights)
Increase for an investor, an employee or a category of persons, issue of BSPCE or BSA (warrants): report on the issue price and its consequences.
L.225-135, L.225-138Share capital increase by debt set-off
Conversion of a shareholder current account or a receivable into share capital: certificate on the statement of account.
R.225-134, L.225-146Interim dividend
Distribution before the accounts are approved: certification of the interim balance sheet showing distributable profit.
L.232-12Share capital reduction not due to losses
Buy-back or repayment of shares. Without a statutory auditor in office, the law no longer requires a report: we tell you so before any order.
L.225-204, L.223-34Is a report required in your case?
Report required
- Share capital increase reserved for named persons or a category of persons (including in an SAS): an auditor appointed for that purpose.
- Paying up shares by set-off against a receivable: certified statement of account.
- Interim dividend, in any commercial company: certified interim balance sheet.
No report to order
- Share capital reduction not due to losses, in a company without a statutory auditor (since the PACTE Act of 2019).
- Share capital increase in cash open to all shareholders.
- A company that already has a statutory auditor: that auditor acts.
Not sure? The three-click report finder will tell you, or describe your transaction: we check it free of charge.
Waiver of preferential subscription rights
When the increase is reserved for one or more named persons, or for a category of persons, a statutory auditor is appointed for that purpose if the company has none (Art. L.225-138). The report covers the issue price, how it was determined and the impact of the issue on the shareholders' position. This is the typical transaction for bringing in an investor or an employee shareholder, or for issuing BSPCE (founder warrants).
Debt set-off
Paying up shares by set-off requires a statement of account prepared by the company's management and certified as accurate by a statutory auditor (Art. R.225-134). This certificate replaces the certificate of the depositary of funds (Art. L.225-146). The receivables must be certain, liquid and due: we check this against supporting documents, account by account.
Interim dividend
An interim dividend is only possible if a balance sheet drawn up during or at the end of the financial year, certified by a statutory auditor, shows sufficient distributable profit (Art. L.232-12). The rule applies to all commercial companies, including SARLs and SASs. An interim dividend paid without this certification exposes the managing director to the offence of distributing fictitious dividends.
Share capital reduction: often no report
Since the PACTE Act, the proposed reduction not due to losses is only communicated to the statutory auditor "if there is one" (Art. L.225-204 and L.223-34). A company without a statutory auditor does not need to appoint one. Creditors keep a right to object (20 days in an SA or SAS, one month in an SARL). We act only if a report is requested by a bank, an investor or your articles of association.
How the engagement runs
- Written quote within 24 working hours
We first check that a report is actually required in your case. - Engagement letter and payment
Online signature, card or bank transfer. - Upload of documents
Statement of account, interim accounts, draft resolutions, shareholders' agreement where relevant. - Review
Testing of the receivables, distributable profit or issue price. - Signed report or certificate
Ready for the general meeting, the president's decision and the registry. - Decision and formalities
Your lawyer finalises the documents and formalities.
Statutory timeline
| Step | Deadline | Legal basis |
|---|---|---|
| Waiver of PSR: report available to shareholders | Period set by the articles (SAS) or 15 days (SA) | L.225-138, R.225-89 |
| Set-off: certificate on the statement of account | Before the completion of the increase is recorded | R.225-134 |
| Interim dividend: certified interim balance sheet | Before the distribution decision | L.232-12 |
| Share capital reduction: creditor objections | 20 days (SA, SAS) or 1 month (SARL) after filing the minutes | R.225-152 |
Your timeline, counted back from the meeting date
Deadlines calculated instantly, statutory notice periods included.
Working days, excluding public holidays. Lead times run from receipt of a complete file. Based on the French Commercial Code; your articles of association may provide for longer notice periods.
Documents to provide
- Up-to-date articles of association and Kbis extract
- Latest approved annual accounts
- Interim accounts (interim dividend) or statement of the shareholder current account (set-off)
- Draft resolutions or shareholders' decisions
- Basis for determining the issue price (PSR waiver)
- Shareholders' agreement, term sheet or investor's letter of intent, if any
The final list, tailored to your file, is set out in the quote.
What the price includes
Included
- Report or certificate compliant with the applicable provision
- Preliminary check: whether a report is required
- Liaison with your lawyer and accountant
- Signed PDF, and a paper copy on request
Not included
- Preparation of the interim accounts and statement of account
- Drafting of the resolutions, shareholders' agreement and deeds
- Formalities and legal notice
Frequently asked questions
Must an SAS without a statutory auditor appoint one for a reserved capital increase?
Yes, when the increase is reserved for named persons or a category of persons: Article L.225-138, which applies to the SAS, requires a statutory auditor appointed for that purpose.
Who certifies the statement of account for a debt set-off?
The company's statutory auditor or, failing that, a statutory auditor appointed for that purpose (Art. R.225-134). This certificate replaces the certificate of the depositary of funds.
Can an SARL pay an interim dividend without a statutory auditor?
No. Article L.232-12 requires a balance sheet certified by a statutory auditor. An SARL without one appoints one for that certification alone.
Is a statutory auditor needed to reduce share capital?
Not if the company has none: since the PACTE Act, a proposed reduction not due to losses is only communicated to the statutory auditor if there is one. The creditors' objection period still applies.
How much does a report on a share capital increase cost?
From €380 excl. VAT for a waiver of preferential subscription rights or a debt set-off, and from €590 excl. VAT for an interim dividend. The simulator shows the price before you order.
Further reading
Is your general meeting coming up? Describe your transaction.
Type of transaction, legal form of the company, amount, date of the general meeting: that is all we need. You receive a fixed price, a lead time and the exact list of documents within 24 working hours.