Special benefits auditor report
You are creating preference shares for a named founder, investor or employee: double voting rights, priority dividend, veto right, liquidation preference. French law requires an independent auditor to assess these benefits before the vote.
Choose your transaction
Preference shares for named persons
Specific voting or financial rights granted to a named shareholder or third party, including in an SASU.
L.228-11, L.228-15Special benefits stipulated on incorporation
A benefit granted to a founder or shareholder in the original articles of association.
L.225-8, L.227-1Special benefits on a share capital increase
A benefit attached to the shares issued in a share capital increase.
L.225-147Is a report required in your case?
Report required
- Issue of preference shares for one or more named persons, whether or not shareholders.
- A special benefit stipulated for a shareholder on incorporation or on a share capital increase.
- Including in an SAS or SASU without a statutory auditor in office.
No report to order
- Preference shares open to all, with no named beneficiary (special report of the statutory auditor if there is one, Art. L.228-12).
- Clauses of a shareholders' agreement outside the articles that do not create a class of shares.
Not sure? The three-click report finder will tell you, or describe your transaction: we check it free of charge.
What the auditor does
The auditor describes each benefit, assesses it in light of the company's situation and that of the other shareholders, and measures its effects (dilution of voting rights, dividend priority, liquidation preference, conversion). The report informs the shareholders' vote. The beneficiaries do not take part in the vote and their shares are not counted for the quorum and majority.
A stricter independence requirement
The special benefits auditor must be a statutory auditor who has carried out no engagement for the company in the last three years and is not carrying out any (Art. L.228-15). Your current statutory auditor, your accountant or your usual adviser therefore cannot act. We check this as soon as you request a quote.
How the engagement runs
- Written quote within 24 working hours
Independence check and fixed price. - Engagement letter and payment
Online signature, card or bank transfer. - Upload of documents
Draft amended articles, term sheet, shareholders' agreement, capitalisation table. - Assessment of the benefits
Analysis of each right and modelling of its effects on the other shareholders. - Signed report
Kept at the registered office and filed with the registry. - Vote and formalities
The beneficiaries do not vote; your lawyer files the amended articles.
Statutory timeline
| Step | Deadline | Legal basis |
|---|---|---|
| Appointment of the auditor | Before the engagement | L.228-15, L.225-147 |
| Report kept at the registered office | At least 8 days before the meeting | R.225-136 |
| Filing with the registry | At least 8 days before the meeting | R.225-136 |
| Meeting — beneficiaries excluded from the vote | Day D | L.228-15 |
| Formalities, amended articles | Within the month | INPI one-stop portal |
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
- Current articles of association and draft amended articles
- Term sheet or investor's letter of intent
- Shareholders' agreement (draft)
- Capitalisation table before and after the transaction
- Latest annual accounts and recent financial position
- List of beneficiaries and the rights granted to each
The final list, tailored to your file, is set out in the quote.
What the price includes
Included
- Report on special benefits
- Documented independence check
- Liaison with your lawyer and the investor's lawyer
- Signed PDF, and a paper copy on request
Not included
- Drafting of the articles, shareholders' agreement and deeds
- Report on the waiver of PSR if required (priced separately, from €380 excl. VAT)
- Formalities and legal notice
Frequently asked questions
When is a special benefits auditor required?
Whenever preference shares are issued for one or more named persons (Art. L.228-15), and more generally whenever a special benefit is stipulated for a shareholder, on incorporation or on a share capital increase.
Does this apply to an SASU?
Yes. The procedure also applies when the sole shareholder creates preference shares for a named third party, for example an investor or an employee director.
Can our statutory auditor issue this report?
No. Article L.228-15 requires a statutory auditor who has carried out no engagement for the company in the last three years and is not carrying out any.
How much does a special benefits report cost?
With us, from €1,040 excl. VAT. The simulator shows your fixed price before you order; the quote confirms it in writing within 24 working hours.
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.