Contributions in kind which may make up all or part of the share capital of businesses must be evaluated by the shareholders. And to preserve the equality of the present and future shareholders, this evaluation is carried out by an independent, external expert, the contributions auditor.

The contributions auditor is an accounting professional chosen from among the list of auditors or judicial experts of the Court of Appeals.

His mission is to assess under his responsibility the value of property contributed to the company during its incorporation or during a capital increase and, where appropriate, the particular benefits stipulated during the incorporation or the capital increase. The auditor then files an evaluation report which is filed in the Trade and companies register. This report is annexed to the articles of incorporation.

If the shareholders do not retain the assessment established by the contributions auditor, during the incorporation, they are jointly responsible for five years towards third parties for the value assigned.

Texts: Articles L. 223-9, 225-8, L. 225-147, L. 225-224 of the Commercial Code; Article 25 1^stparagraph, Article 64-1 of Decree No. 67-236 of 23 March 1967; Article 51-3 of Decree 84-406 of 30 May 1984.

The appointment of the contributions auditor is made at the request of the founders, and presented to the presiding judge of the court, who shall decide by means of an order.

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The fees of the auditor are to be paid by the applicants.

The application must be filed in two original copies dated and signed by the applicant(s).

The applicant may suggest to the presiding judge of the Commercial court, subject to his consideration, the name of a contributions auditor.

In this case, it is imperative to specify that the auditor whose appointment is suggested is not subject to any incompatibility. Auditors may not be appointed as contributions auditors of a company that they control.

Principle: the appointment of the contributions auditor is made at the request of the capital providers, and presented to the presiding judge of the commercial court, who shall decide by means of an order.

Exception to simplify the formation procedure for limited liability companies which is the most common legal form, the Commercial Code has made two exceptions:

the appointment of the contributions auditor can be done directly upon unanimous vote of the shareholders (or by the sole shareholder); the shareholders can always decide unanimously that recourse to a contributions auditor will not be mandatory when two conditions are cumulatively met (if the value of each contribution in kind is less than 7500 EUR; and if the total value of all the contributions in kind does not exceed half of the share capital).

In this case, the shareholders shall shall assume the responsibility for the value assigned to the contributions in kind for five years with respect to third parties.

The appointment of the contributions auditor is made only by request of the company's legal representative and presented to the presiding judge of the commercial court who decides by means of an order.

It is necessary to enclose in support of the application the following information (for the recipient company of the contribution; and for the company which makes it):

• Activities
• Turnover
• Net assets
• Total of the balance sheet
• Number of employees
• Name and address of the primary and deputy auditor
• Name and address of the of the other auditors in position of incompatibility
• Nature of the Contributions
• Approximate amount of the contributions
• Type of operation envisaged
• Date of the projected meeting

The rates presented below do not include postage fees; cheques should be made payable to the order of the relevant GREFFE DU TRIBUNAL DE COMMERCE, and enclosed with the application.