When your company grows, restructures, or raises capital, several strategic operations may require the involvement of a statutory auditor (commissaire aux comptes).
In France, these procedures are not just administrative formalities. They are essential steps to ensure transparency, protect shareholders, and build investor confidence. Yet, each type of audit or legal operation comes with its own set of required documents — often involving inputs from lawyers, chartered accountants, and management teams.
This guide outlines the key documents you may need to prepare for the main types of audit engagements: statutory audits, contribution audits, transformation audits, merger audits, and equity operations.
Statutory & Contractual Audit
The statutory audit aims to ensures the accuracy and reliability of the annual financial statements. A contractual audit, on the other hand, is a voluntary engagement designed to strengthen investor confidence or prepare for a strategic transaction.
Appointment:
- Statutory audit: appointed at the general assembly for six financial years.
- Contractual audit: freely chosen by the management or general assembly.
Documents to be prepared* |
Sources |
|---|---|
Annual financial statements and appendices
|
Chartered accountant
|
Balance sheets, ledgers, journals
|
Chartered accountant
|
Intermediate financial statements
|
Chartered accountant
|
Minutes of general and board meetings
|
Lawyer / Client
|
Updated articles of association and shareholders agreement
|
Lawyer
|
Significant contracts
|
Client
|
Bank statements and confirmations
|
Client / Chartered accountant
|
Fixed asset register
|
Chartered accountant
|
Inventory, stock, and depreciation tests
|
Client / Chartered accountant
|
Tax declarations (corporate tax, VAT, etc.)
|
Chartered accountant
|
HR: DSN filings, registers, employment contracts
|
Client
|
Capitalization table and Shareholders’ register
|
Lawyer / Client
|
Legal disputes and lawyers’ attestations
|
Lawyer
|
Management representation letter
|
Client
|
*Non exhaustive list
Contribution Audit
The contribution auditor verifies the value of assets contributed (real estate, securities, business assets). This process helps protect shareholders and provides assurance to third parties regarding the fairness and accuracy of the valuation.
Appointment: By unanimous agreement of the partners/shareholders, or failing that, by court order from the president of the commercial court.
Documents to be prepared* |
Sources |
|---|---|
Draft articles of association including contributions
|
Lawyer
|
Valuation note / internal report
|
Client / Chartered accountant
|
Expert reports or third-party valuations
|
Lawyer / Client
|
Property deeds, notarized acts, Kbis extract
|
Lawyer
|
Financial statements (N-2 to N)
|
Chartered accountant
|
Capitalization table / Shareholders’ register
|
Lawyer / Client
|
Related contracts (leases, commercial agreements, etc.)
|
Client
|
Statement of debts linked to the asset
|
Lawyer / Client
|
Tax history (capital gains, depreciation)
|
Chartered accountant
|
Preparatory minutes of shareholders meetings
|
Lawyer
|
*Non exhaustive list
Transformation Audit
When a company changes its legal form (for example, from an SARL to an SAS) and does not have a statutory auditor (CAC) in place, an auditor must certify that the company’s equity is greater than or equal to its share capital.
Appointment: By unanimous decision of the partners/shareholders, or failing that, by court order from the president of the commercial court.
Documents to be prepared* |
Sources |
|---|---|
Draft articles of association post-transformation
|
Lawyer
|
Current articles of association and Kbis extract
|
Lawyer
|
Financial statement (less than 3 months old)
|
Chartered accountant
|
Statement of shareholders’ equity
|
Chartered accountant
|
Capitalization table / Shareholders’ register
|
Lawyer / Client
|
Draft minutes of transformation meeting
|
Lawyer
|
Statement of off-balance sheet commitments
|
Lawyer / Client
|
*Non exhaustive list
Merger Audit
During a merger, the auditor reviews the fairness of the share exchange ratio and ensures the protection of minority shareholders.
Appointment: By court order from the president of the commercial court, unless all partners/shareholders of the companies involved unanimously agree to waive the requirement.
Documents to be prepared* |
Sources |
|---|---|
Draft merger agreement
|
Lawyer
|
Draft amended articles of association
|
Lawyer
|
Management reports
|
Lawyer / Client
|
Annual financial statements (N-2 to N)
|
Chartered accountant
|
Interim financial statements
|
Chartered accountant
|
Valuations / due diligence reports
|
Lawyer / Chartered accountant
|
Minutes of corporate bodies
|
Lawyer
|
Statement of debts and off-balance sheet commitments
|
Client
|
Employee representative body (CSE) information/consultation
|
Client
|
Intragroup agreements
|
Lawyer
|
*Non exhaustive list
Equity Operations
In operations involving capital increases, fundraising, or the issuance of securities (BSPCE, BSA, OC, AGA, SO), the auditor ensures: the fairness of the valuation, the removal of pre-emptive subscription rights (DPS), and the protection of minority shareholders.
Appointment:
- In-kind contributions / special benefits: by unanimous decision of the partners/shareholders, or by court order from the president of the commercial court (PTC) if unanimity is not reached.
- Removal of DPS / issuance of reserved securities: auditor appointed by court order from the PTC if no statutory auditor (CAC) is in place.
Documents to be prepared* |
Sources |
|---|---|
Management report justifying the operation
|
Lawyer / Client
|
Draft amended articles of association
|
Lawyer
|
Pre-/post capitalization table
|
Chartered accountant / Client
|
Business plan, financial forecasts
|
Chartered accountant / Client
|
Term sheet / Shareholders’ agreement
|
Lawyer
|
In-kind contribution file
|
Lawyer / Client
|
Draft general assembly resolution
|
Lawyer
|
Annual financial statements (N, N-1, N-2)
|
Chartered accountant
|
Tax notes (share premium, BSPCE, etc.)
|
Chartered accountant / Lawyer
|
Issuance contracts (OC, BSPCE, etc.)
|
Lawyer
|
*Non exhaustive list
Preparing the right documentation is one of the most effective ways to ensure that your audit or legal operation runs smoothly. Each type of audit, whether statutory, contribution-based, or linked to equity transactions, serves a different purpose, but they all share a common goal: securing your company’s growth with transparency and accuracy.
At Reawave, our mission is to simplify these processes for you. By coordinating with your legal, accounting, and management teams, we turn complex compliance requirements into efficient, value-adding steps that build trust and strengthen your company’s financial credibility.
Book a meeting today to get a personalized checklist for your next audit.