Commissariat aux apports

Functions of Capital Contribution Auditor

The capital contribution audit for SAS and SARL companies required by legal and regulatory texts can be entrusted to a statutory auditor, like BDO. It's essential for protecting the interest of the shareholders in all monetary transactions.

The objective of this valuation letter is to determine the value of in-kind contributions and assets provided by a partner or shareholder at the formation of the company or the capital increase. 

In the following cases, a capital contribution auditor is appointed. The following situations require an expert opinion: 

• The formation of a corporation or a limited liability company if the contribution is in kind or the benefit specially provided for; 
• Capital increase of a corporation or a limited liability company, whole or in part by an in-kind contribution;
• Merger, demerger, and capital contribution by a corporation and a limited liability company.

How is the Capital Contribution Auditor Selected?

They are selected from the statutory auditors referred to in article L. Experts listed by courts and tribunals or Article 822-1 of the Commercial Code. 

The appointment must receive unanimous consent from all partners or prospective partners. If this is not possible, the courts may decide who will be chosen, based on a request from the most diligent prospective partner. 

Notably, the capital contribution auditor may be appointed by mutual agreement of the future partners for the incorporation of an SARL with contribution in kind.