Contribution auditor

Appointing a contribution auditor is a decisive step for any company, whether at incorporation or during an increase of share capital. The contribution auditor (commissaire aux apports, or CAA) exists to confirm that non-cash contributions have been valued correctly, keeping the process transparent and fair between shareholders. Below we set out when the appointment is required, what the role covers, and how the engagement runs.


The role of the contribution auditor: transparency and compliance at incorporation and capital increase
When do you need a contribution auditor?

1. Forming a company
When a company is created and contributions are made in kind (assets other than cash), a contribution auditor must be appointed to value those assets. The valuation is what guarantees that contributions are recorded at fair value, avoiding any over- or under-valuation that would disadvantage the shareholders. Where those contributions represent a significant share of the company's capital, the CAA's role matters all the more to the reliability of the opening accounts.


2. Increasing share capital
Where a company increases its share capital through significant contributions in kind, the law again requires a contribution auditor to be appointed. Here the CAA confirms that the new contributions have been valued correctly, protecting the interests of all shareholders, and in particular those who are not themselves making a contribution. It is what keeps the shareholder base on an equal footing and the company's finances sound after the increase.

Role and duties of the contribution auditor
1. Valuing contributions in kind

The contribution auditor's core task is to value contributions in kind. That requires close analysis of the assets or rights being contributed. The CAA examines each contribution to establish its real value, which is then reflected in the share capital. The valuation is annexed to the company's articles of association, so the operation is transparent and compliant.
2. Certification and transparency


The contribution auditor also certifies that the information supplied by the shareholders about the contributions in kind is accurate. That certification is what confirms contributions have been valued honestly and transparently, in line with the applicable accounting and legal rules.
3. Fairness between shareholders

The contribution auditor safeguards fairness between shareholders. By certifying the value of contributions in kind, they ensure each shareholder receives a share of the capital proportionate to the true value of what they contributed. That is what prevents conflicts of interest and keeps trust intact between shareholders.
How the engagement runs

1. Detailed analysis of the contributions
The engagement opens with a detailed analysis of the assets or rights being contributed to the company. This means assessing the nature and value of each contribution, taking account of its specific characteristics. The analysis is what establishes exactly what each contribution adds to the share capital.

2. Issuing a valuation report
Once the analysis is complete, the contribution auditor writes a detailed valuation report. The report is annexed to the company's articles of association and sets out the auditor's conclusions on the value of the contributions in kind. It has to be rigorous and impartial, because it is the reference point for bringing the contributions into share capital.


3. Presenting the conclusions


The conclusions are then presented to the parties involved, including the shareholders and the company's decision-making bodies. This step validates the value of the contributions and confirms that everyone agrees with the figures. If there is disagreement, shareholders can challenge the report's conclusions before the president of the commercial court (président du tribunal de commerce).

4. Approval by the competent authorities
Once the shareholders have approved the valuation report, the incorporation or capital increase can be validated by the competent authorities. The contribution auditor's report is sent to the president of the commercial court, who can review it for compliance and validate the operation if all legal conditions are met.