Procedures Guide

The Procedures guide allows entrepreneurs and decision-makers to have a reliable, precise and up to date overview of legal procedures and measures concerning commercial formalities to be undertaken. It is broken down into 6 sections in which you can find information and documentation required for formalities with Registry Offices at the Commercial Courts.

Application for appointment of a transformation auditor

For a business, transformation consists of adopting a new legal form, without the creation of a new legal entity.

This transformation must follow two rules: on one hand, the change to the new form must be possible and, on the other hand, the company which is transformed must respect the legislative conditions and regulations that apply to the new legal form.

In the event of a transformation of a company, of whatever form, to the form of a joint stock corporation, one or more transformation auditors must assess under their responsibility the value of the assets making up the company's assets and the special benefits.

It is necessary to ensure that the assets comprising the company assets are not overvalued.

The mission of the transformation auditor

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

The transformation auditor's mission is to assess under his responsibility: the value of the company's property, in order to certify that equity is at least equal to the amount of share capital, and where appropriate, search for the granting of special advantages.

Since Economic Initiative Law No. 2003-706 of 1st August 2003, this requirement to appoint a transformation auditor only applies if the company has no auditor.

The auditor then files an evaluation report which is filed by annex of Trade and Companies Register.

This report shows the company's position to the shareholders but more importantly, this report is a condition for the validity of the transformation operation.

The shareholders meeting must, on pain of nullity, expressly approve the assessment of the company assets and decide on the special advantages, where appropriate. The value of the property determined by the transformation auditor can only be reduced upon unanimous vote of the shareholders.

Texts : Articles L. 224-3, L. 225-8, L. 225-244, L. 225-245, L. 223-43, R. 123-105 of the Commercial Code.

How to file an application?

The transformation auditor(s) are designated either upon unanimous vote of the shareholders or by court decision.

In the latter case, the appointment of the transformation auditor is made at the request of the company directors or one of them, and presented to the presiding judge of the commercial court, who shall decide by means of an order.

The application must be filed in two original copies dated and signed by the company directors or one of them.

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

Suggestion of the name of an auditor

The applicant may suggest to the presiding judge of the commercial court, subject to his judgement, the name of a transformation auditor. In this case, it is imperative to specify that the auditor whose appointment is suggested is not subject to the incompatibilities provided in Articles L. 224-3, L. 225-8 and L. 225-224 of the Commercial Code.

The application must be presented by the company directors or one of them.

Download an application template

To support your request, it is necessary to enclose in support of the application the following information

Prices

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.

Orders on application (other than interim and payment proceedings)

Price, all taxes included

Order on application (with 1 notif. to the complaint)

€14.04

Notice, communication or additional notification of the ordinance

€4.68

Ordinance on application with filing by annex in the Trade and Companies Register (RCS) (without notification)

€37.10

Filing of additional legal instruments by annex in the Trade and Companies Register (RCS)

€24.62

Order of the assigned judge - RCS Litigation (notif. (R. 123-140 of the Commercial Code) Registered letter (acknowledgement requested) + simple letter)

€28.08

 

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Type Title Document name Download
Document template Transformation auditor - Application Télécharger
Document template Transformation auditor - Information Télécharger