The in-kind capital increase, from valuer to closing

A French SAS can run a capital raise where part or all of the new shares are paid up by an in-kind contribution rather than cash. Equipment, intellectual property, real estate, a fonds de commerce, a stake in another company — any asset with a market value can be contributed against the issue of new shares. The procedure resembles an in-kind contribution at incorporation but carries its own overlay: at an increase the outside valuer is the rule in principle whatever the amounts, the report sits at the registered office eight days before the shareholder vote, and the valuation can be re-opened when circumstances change.

This guide covers the valuer requirement at a capital raise, the appointment mechanics, the valuer's report and its eight-day window, the dispense routes available at increase (narrower than at incorporation), the re-valuation mechanism, the full-transfer rule on in-kind contributions, and what changes compared with incorporation. For asset contributions at incorporation — thresholds, waiver, asset-specific formalities — see our companion guide on asset contributions; for the cash side of a mixed round, our step-by-step cash-raise guide.

The rule
At a capital raise, the commissaire aux apports is required in principle whatever the amounts — the €30,000 / half-capital waiver is an incorporation rule
8 days
The minimum window during which the valuer's report sits at the registered office, at the shareholders' disposal, before the vote on the increase
5 %
The shareholder threshold that can force a fresh valuation where the president has not re-valued after a material change in circumstances

What an asset contribution to a French capital raise involves

An asset contribution at a capital raise — apport en nature — works on the same principle as a cash contribution: the contributor transfers ownership of the asset to the company in exchange for shares whose par value (plus any premium) matches the agreed value of the asset. The shares are issued against the in-kind transfer, the company's balance sheet reflects the new asset, and the contributor's stake on the cap table grows by the corresponding number of shares.

The mechanism is used in several configurations:

Bringing a strategic asset onto the company's balance sheet. A founder or an existing shareholder owns an asset that is operationally important to the company — a piece of equipment, an intellectual-property portfolio, a piece of real estate. Transferring the asset to the company through an in-kind contribution centralises ownership and aligns the shareholder's stake with the company's value.

Closing an acquisition by share-for-share exchange. A shareholder of a target company contributes their shares in the target to the acquiring company in exchange for shares of the acquirer. The acquirer's capital rises by the value of the target shares contributed; the acquirer becomes a shareholder of the target. The mechanism is the building block of share-for-share acquisitions.

Recapitalising a distressed company through asset contribution. A creditor or a shareholder contributes an asset to bring fresh value onto the balance sheet without a cash injection. The mechanism is part of the recapitalisation toolbox alongside the capitalisation of shareholder loans (a separate mechanism that uses set-off of cash claims).

Aligning a new investor's position with a non-cash contribution. A new investor brings an operating asset (a contract, a customer relationship, a technology licence) and receives shares in the company against the contribution. The mechanism is rarer than cash subscription but can be useful where the asset is the strategic element of the investment.

In every configuration, the contribution is a full transfer of ownership — not a loan, not a licence, not a contractual right of use. The asset enters the company's balance sheet on the day of the increase; the contributor's continuing right against the asset is the share package they hold.

When an outside valuer is mandatory in a French capital-raise asset contribution

The answer at a capital raise is simpler — and stricter — than at incorporation: the appointment of a commissaire aux apports is the rule for every in-kind contribution, whatever the amounts (C. com. Art. L 225-147, applicable to the SAS). The €30,000 single-asset and half-capital thresholds that open the unanimous waiver at incorporation belong to the incorporation stage; on the prevailing analysis, that waiver is not available at a capital increase. The only outs at increase are the two statutory dispenses described below.

The requirement attaches to the in-kind component of the raise. A capital raise entirely in cash, with no in-kind component, involves no commissaire aux apports regardless of the company's existing capital structure — the cash route runs on the depositary machinery instead.

The protection behind the rule is the same as at incorporation: the valuer's report ensures that the shares issued in exchange for the asset are not issued against an over-valued contribution, which protects the existing shareholders against an unfair dilution — every over-valued in-kind contribution hands the contributor more of the company than the asset is worth.

The appointment is needed for the capital-raise decision, and the sequencing matters: the valuer's appointment, valuation work, and report take several weeks, and the report must then sit at the registered office for at least eight days before the vote. Where the company is preparing a raise with an in-kind component, the valuer work should start well before the shareholder decision is convened.

How the outside valuer is appointed in a French capital raise

The appointment mechanism at a capital raise mirrors the incorporation-stage mechanism (C. com. Art. L 225-147):

Unanimous shareholder appointment first. One or more commissaires aux apports are appointed by the unanimous decision of the shareholders. Unanimity is the primary route — and in a closely held SAS preparing a negotiated round, it is usually available, because the shareholders who will vote the increase can also agree on the valuer.

Court appointment failing unanimity. Where unanimity cannot be reached, the valuer is appointed by the court, on application. The court route adds time to the operation — typically two to three weeks between the application and the order — and founders who cannot agree on the valuer often cannot agree on the underlying valuation either; the contribution itself is then renegotiated.

The valuer's qualifications. The valuer is chosen among registered statutory auditors or court-listed experts, and must be independent of every party to the contribution — a valuer linked to a party, to a person controlling that party, or to a person it controls cannot serve. The sanction has teeth: deliberations adopted on the report of a valuer who lacked independence have been annulled (Cass. com. 26 May 2009, n° 08-13611).

The valuer's mission. Describe each in-kind contribution, set out the valuation methodology and why it was chosen, and confirm that the value of the contributions is at least equal to the par value of the shares to be issued in exchange, plus any share premium (C. com. Art. R 225-136, referring to R 22-10-8). The fees are paid by the company.

The valuer's report and the 8-day rule for a French capital raise

The valuer's report at a capital raise must be held at the registered office, at the disposal of the shareholders, at least eight days before the collective decision on the capital increase (C. com. Art. R 225-136, al. 4).

The eight-day rule is an information-protection rule for the existing shareholders. The shareholders should have time to read the report, understand the valuation methodology, and assess the impact of the contribution on the cap table before they vote. A report made available late gives the vote a procedural defect exposing the operation to annulment — an optional nullity, weighed by the court, both under the pre-reform regime applicable to the in-kind verification rules and under the reformed nullities regime in force since 1 October 2025. No founder wants to defend a round on that ground.

The report contains:

  • a description of each in-kind contribution in identifying detail (specifications of equipment, listings of intellectual-property rights, deeds of real estate, balance sheet of a fonds de commerce, identification of the contributed shares of another company);
  • the valuation methodology applied to each contribution and the reasons for choosing it (cost basis, market comparables, discounted cash flow, replacement cost, recent transaction reference);
  • a confirmation that the value of the contributions is at least equal to the par value of the shares to be issued, plus any share premium;
  • where applicable, observations the shareholders should consider (uncertainty in the methodology, unusual circumstances affecting the asset's value, points where the valuer's view differs from the parties' agreement).

The report then travels with the operation: it supports the shareholder decision, and the registration file at the Guichet unique carries the in-kind documentation once the increase is closed.

A practical point on timing: the eight-day window runs against the date of the shareholder vote, not against the date the registration file is submitted. Founders should sequence the report's availability, the convening notice, and the vote itself with at least eight clear days between availability and vote — and ideally more, to allow shareholders to ask questions before the vote.

The dispense rules: when an asset contribution to a French capital raise can skip the outside valuer

Two statutory dispenses can avoid the appointment of the valuer at an increase — and unlike at incorporation, they are decided by the president of the company, not by the shareholders (C. com. Art. L 225-147-1).

Listed securities valuation. Where the contribution is securities giving access to capital, the president can decide to rely on the weighted average price at which they traded on one or more regulated markets over the three months before the effective contribution date. No valuer is required; the average price establishes the value. The route is restricted to securities quoted on a regulated market — over-the-counter and unlisted securities do not qualify.

Recent valuation of other assets. Where the same asset has already been valued at fair value by a commissaire aux apports within the six months preceding the effective contribution date, the president can decide to rely on that earlier valuation.

For either dispense, the decision not to appoint a valuer, together with the documents describing and valuing the assets — including an attestation that no new circumstance has changed the valuation — must be held at the registered office at the shareholders' disposal at least eight days before the collective decision on the increase, and deposited at the commercial court registry within the same eight-day window (C. com. Arts. R 225-136-1 and R 123-107).

Two incorporation-stage routes do not carry over. The unanimous waiver below the €30,000 / half-capital thresholds is an incorporation rule — on the prevailing analysis it cannot be used at a capital increase, where the valuer remains required in principle whatever the amounts. And the entrepreneur individuel dispense (assets on the closing balance sheet of a sole proprietorship's last fiscal year) applies at incorporation only; an SAS that wants to absorb a separate sole proprietorship at a later round needs a fresh valuation. The point is sometimes missed by founders who assume the dispenses carry forward.

The result is that most asset contributions at a capital raise run through a commissaire aux apports report. The exceptions are narrow and well-defined; founders should plan around the valuer requirement rather than around the dispenses.

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Re-valuation: when the valuation can be re-opened in a French capital raise

The Commercial Code installs a specific safety valve where circumstances move between the reference valuation and the raise (C. com. Art. L 225-147-1, II). It runs in two steps.

First, the president must re-value. The contribution must be re-valued, at the initiative and under the responsibility of the president, in two situations: where the price of contributed listed securities has been affected by exceptional circumstances that may have changed their value materially at the effective contribution date; and where new circumstances have changed the fair value of another contributed asset materially at that date.

Failing that, a 5 % block can force it. Where no re-valuation is made, one or more shareholders representing at least 5 % of the capital on the day of the decision to increase the capital can demand a fresh valuation by a commissaire aux apports. The shareholders then deliberate on the value of the contributions in light of the fresh valuation.

The mechanism polices the dispenses in particular: a three-month average price or a six-month-old fair-value report is only as good as the circumstances that produced it, and the re-valuation duty is what keeps a stale reference from carrying an over-valued asset onto the balance sheet.

The 5 % right is rarely used in practice — it exists more as a deterrent than as a frequent operational route. But it exists and can be exercised, and founders should be aware that the valuation can be re-opened by minority shareholders if material new information surfaces before the round closes.

The full transfer rule: in-kind contributions must be paid in full at a French capital raise

A specific rule applies to in-kind contributions at a capital raise: the shares issued in exchange must be fully paid on issue (C. com. Art. L 225-147, al. 5).

Cash contributions at an increase follow the instalment mechanism — at least one quarter of the par value paid on subscription, the balance called within five years. In-kind contributions cannot be paid in instalments. The asset enters the company's balance sheet at its agreed value on the day of the increase; the contributor receives the corresponding shares fully paid up; there is no equivalent of the cash-libération mechanism for in-kind.

The rule has practical consequences:

The asset must be transferable on the day of the increase. A real-estate contribution requires the notarial deed to be signed and the title transfer to be running. An intellectual-property contribution requires the assignment to be effective and the relevant register entries in train. A fonds-de-commerce contribution requires the fonds to be transferred and the publicity formalities running.

The contributor cannot use a partial contribution to access partial shares. The shares are issued in exchange for the full contribution — there is no half-contribution-half-shares structure. Where the contributor cannot transfer the full asset on the day, the contribution should be restructured (a smaller asset, a different timing, a cash component to bridge the gap).

The valuer's report covers the full asset value. The valuer values the asset the contributor undertakes to transfer. A partial contribution would require a fresh valuation reflecting the smaller asset.

The full-transfer rule simplifies the cap-table arithmetic but constrains the operational flexibility of in-kind contributions. Founders running a complex multi-asset contribution package should plan the transfer logistics — the notary appointments, the register updates, the publication formalities — to land on the day of the capital-raise closing.

Over-valuation at a French capital raise: who carries the risk

The valuer's figure is the anchor of the operation, and departing from it upward shifts the risk onto the participants.

Where the shareholders adopt a value above the valuer's view, they deliberate under their own responsibility. The exposures are real: the deliberations can be challenged — a valuation adopted on the report of a valuer who lacked independence has been annulled outright (Cass. com. 26 May 2009, n° 08-13611) — the over-valuation can be disputed by the shareholders it dilutes, and a deliberately inflated valuation is a criminal offence: fraudulently attributing to an in-kind contribution a valuation higher than its real value is punishable by five years' imprisonment and a fine.

One contrast with incorporation deserves precision. At incorporation, the Commercial Code attaches an express five-year joint and several liability to the shareholders for the value given to in-kind contributions when no valuer reports or when they override the valuer's view (C. com. Art. L 227-1, al. 7). The statute does not restate that mechanism for capital increases — at an increase, the exposure runs through the challenge routes above rather than through an automatic five-year solidarity. The practical discipline is the same at both stages: the valuer's figure holds unless there is a demonstrable reason it missed something.

In practice, participants rarely override the valuer's view at a capital raise. Where the valuer's view is materially below the parties' expectations, the contribution is renegotiated — a smaller share package against the same asset, a higher cash component to make up the gap, or a withdrawal of the contribution from the package. The exposure is too significant to take on lightly, and the structural risk to the shareholder relationships is also significant.

The rule of thumb: treat the commissaire aux apports as a real protection, not a procedural formality. The report is the document that grounds the price-setting; deviating from it shifts the exposure onto those who deviate.

Asset contribution at incorporation vs at capital raise: what changes

The machinery looks similar at the two stages — a valuer, a report, defined dispenses — but the rules differ on almost every setting.

Setting At incorporation At capital raise
When the valuer is required Default rule — but waivable unanimously below €30,000 per asset and half the capital in-kind Required in principle whatever the amounts — the waiver does not apply
Who appoints Founders unanimously; failing that, the president of the commercial court Shareholders unanimously; failing that, the court
Report availability Three days before the bylaws are signed, at the future registered office Eight days before the shareholder vote, at the registered office
Who decides the dispenses The founders (listed securities; recent valuation) The president (same two dispenses; documents available and deposited eight days before)
Sole-proprietorship dispense Available — sole proprietor incorporating alone, assets on the last balance sheet Not available — a fresh valuation is needed
Re-valuation mechanism Re-valuation duty where circumstances change the value (dispense cases) President's re-valuation duty; failing that, the 5 % shareholders' demand
Over-valuation exposure Express five-year joint and several liability of the shareholders (L 227-1, al. 7) Challenge of the deliberations, valuation disputes, criminal exposure for fraud — no restated five-year solidarity

The overlay at a capital raise adds time compared with incorporation: the valuer work runs several weeks, the eight-day availability window sits before the vote, and a court appointment (where unanimity fails) or a re-valuation (where circumstances move) extends the timeline further.

Founders should sequence the in-kind component of a capital raise with the rest of the round documentation — the cash component, the suppression of the pre-emptive right (where applicable), the bylaws amendment, the registration filing — so that the in-kind elements close on the same day as the cash component.

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Frequently asked questions about asset contributions to a French capital raise

Can a foreign asset be contributed to a French SAS capital raise?

Yes. Foreign assets — real estate held abroad, equity stakes in foreign companies, intellectual property registered abroad — can be contributed at a capital raise on the same basis as French assets. The valuation runs on the same methodology; the transfer formalities follow the law of the asset's location (foreign notarial deeds, foreign register entries). The valuer's report covers the asset wherever located.

What happens if the valuer's report is made available less than eight days before the shareholder vote?

The eight-day availability at the registered office (C. com. Art. R 225-136) is a procedural protection for the existing shareholders, and a late report gives the vote a defect exposing the operation to annulment. For the in-kind verification rules the nullity has always been at the court's discretion — a position the reformed regime in force since 1 October 2025 (Ord. 2025-229) generalises with a more searching review. In practice, founders should plan the timing to leave clear margin.

Can the valuer at capital raise be the same person as the company's statutory auditor?

The valuer is subject to statutory incompatibility rules and must be independent of every party to the contribution — and of persons controlling or controlled by them; deliberations taken on the report of a non-independent valuer have been annulled (Cass. com. 26 May 2009, n° 08-13611). The company's statutory auditor, where one exists, is generally not appointed as contribution valuer because of the ongoing audit relationship. A separate valuer is appointed, unanimously by the shareholders or by the court.

Can the asset contribution be subject to a condition precedent (closing condition)?

The shareholder decision authorising the increase can be conditional on a defined event (regulatory authorisation, antitrust clearance, parent-board approval). The contribution is only effective once the condition is met. Where the condition is not met within the deadline set, the increase does not proceed, and the asset is not transferred.

What happens if the valuer's report says the agreed value is too high?

The parties have three options. They can adopt the valuer's lower value, reduce the share package issued in exchange, and proceed at the new value. They can renegotiate the contribution (a smaller asset, a different mix, a cash bridge). Or the shareholders can deliberate a higher value under their own responsibility — exposing the deliberation to challenge, the over-valuation to dispute, and, where the inflation is deliberate, the participants to criminal exposure. The third option is rarely chosen in practice.

Can a capital raise combine cash and in-kind contributions in the same operation?

Yes. The shareholder decision can authorise a mixed increase — cash and in-kind in the same round. The procedural rules apply to each component: the cash component follows the one-quarter libération rule and the depositary machinery, the in-kind component follows the valuer requirement and the eight-day availability rule, and the shares issued against the asset are fully paid on issue. The bylaws amendment reflects the combined new capital figure.

Does the in-kind contribution at capital raise generate a registration duty?

The in-kind contribution at capital raise is generally subject to the same registration regime as in-kind contributions at incorporation. The exact treatment depends on the asset class (real estate, fonds de commerce, intellectual property, securities) and on the applicable contribution regime. The tax analysis runs case by case with the company's tax adviser.

Is the valuer's fee at capital raise paid by the company or by the contributor?

The fee is paid by the company. The amount is negotiated at appointment and reflects the complexity of the valuation work — number of assets, valuation methodology, sectoral expertise required. For a single asset with a clear market value, the fee is moderate; for a fonds de commerce, an unregistered intellectual-property portfolio, or a foreign asset, the fee can be substantially higher.

Key takeaways on asset contributions to a French capital raise
An in-kind contribution at a French capital raise — apport en nature — transfers ownership of an asset to the company in exchange for shares fully paid on issue, whose value the contribution must cover, premium included.
At an increase the commissaire aux apports is the rule in principle whatever the amounts — the €30,000 / half-capital unanimous waiver belongs to incorporation. The valuer is appointed unanimously by the shareholders or, failing unanimity, by the court.
The report sits at the registered office at least eight days before the vote. The dispenses at increase — three-month weighted-average price for regulated-market securities, six-month fair-value report — are decided by the president, with the documents available and deposited within the same eight-day window.
The sole-proprietorship dispense does not carry forward: absorbing a sole proprietorship at a later round needs a fresh valuation — a point founders sometimes assume away.
The valuation can be re-opened: the president must re-value where circumstances have materially moved the value; failing that, shareholders holding 5 % of the capital on the day of the decision can demand a fresh valuation, and the shareholders deliberate on the value.
Overriding the valuer shifts the risk onto those who override: challengeable deliberations, valuation disputes, and criminal exposure for deliberate inflation — the incorporation-stage five-year solidarity is not restated at increases, but the discipline is the same. Renegotiation is the standard outcome.
Contributing assets at a capital raise in your French SAS?

Petroff Avocats structures and runs in-kind capital raises for French SAS, including the valuer appointment (unanimous decision or court application), the brief and coordination with the valuer through the valuation work, the eight-day availability sequencing, the management of the listed-securities and recent-valuation dispenses where the president can use them, the response to any re-valuation demand, the drafting of the shareholder decision and the bylaws amendment, the Guichet unique registration update, and the asset-class-specific transfer logistics (notarial coordination for real estate, INPI recording for intellectual property, publicity formalities for fonds de commerce) timed to land on closing day. See our SAS incorporation mandate for the full scope.

Talk to a French business lawyer

This article is for general information only and states French law as published in the sources available at the date shown above. It does not constitute legal advice. The right structure for an in-kind contribution at a French capital raise depends on the specific assets, the existing cap table, and the round's overall design. Always seek qualified legal advice before launching an in-kind capital raise in France.