Funding a French SAS with assets instead of cash

A French SAS can be funded with cash, with assets, or with a mix of the two. When the founders contribute assets — equipment, intellectual property, real estate, a fonds de commerce — instead of (or alongside) cash, the law requires an outside valuer to confirm what the assets are worth, in defined cases. The valuer is called a commissaire aux apports.

This guide covers what an asset contribution is, when an outside valuer must be appointed, when the founders can skip the appointment, what the valuer does, the specific rules for real estate, intellectual property, and business goodwill, and the five-year liability the founders take on if they skip the valuer or override the valuer's view.

€30,000
The threshold above which no single asset contribution can escape the outside valuer — below it, a unanimous waiver becomes possible
50 %
The share of the SAS's capital, contributed in-kind, beyond which the same requirement applies on a total basis
5 years
The period during which the founders are jointly and severally liable to third parties for the value given to the assets when no valuer reports — or when they override the valuer's view

What an asset contribution to a French SAS means

An asset contribution — apport en nature in French — is the transfer of ownership of an asset from a contributor to the company in exchange for shares. The asset enters the company's balance sheet at its agreed value; the contributor receives shares whose par value matches that agreed value.

The contribution covered by this guide is a transfer of full ownership, not a loan or a licence. (French law also knows the apport en jouissance — an asset made available to the company for a defined period, with the contributor keeping ownership — which follows its own rules.) The company becomes the legal owner of the asset on incorporation (or on capital increase, if the contribution is made at a later round), and the contributor's only continuing right against that asset is the share package they hold against the rest of the cap table. Like a seller, the contributor owes the company the warranties against eviction and hidden defects (C. civ. Art. 1843-3) — and the shares received in exchange must be fully paid on issue, unlike cash shares which can be half-paid at subscription (C. com. Art. L 225-3).

Almost any asset that has a market value can be contributed: a piece of equipment, a vehicle, a contract right, a stake in another company, a portfolio of intellectual property (trademarks, patents, software, copyrighted works), a real-estate interest, a fonds de commerce. Future earnings, undertakings, or services are not contributable as in-kind capital — those go through apports en industrie and follow a separate regime.

Asset contributions can be made at incorporation alongside cash and apports en industrie, or at a later capital increase. The valuation rules below apply in both cases, with specific procedural refinements for the capital-increase case.

When an asset contribution to a French SAS needs an outside valuer

The appointment of a commissaire aux apports — an outside, independent valuer registered to perform the role, chosen among statutory auditors or court-listed experts — is the legal default for every in-kind contribution to an SAS (C. com. Art. L 225-8 and L 225-14, applicable to the SAS). What the thresholds define is when the founders can lawfully opt out. The appointment cannot be waived when in-kind contributions cross either of two thresholds:

The single-asset threshold: any one in-kind contribution exceeds €30,000.

The majority threshold: the in-kind contributions together represent more than half of the share capital.

The two thresholds apply independently. Each operates as a separate trigger. A single contribution of €15,000 that tips the in-kind capital over the 50 % mark triggers the requirement on the majority test even though it falls below the monetary threshold. A single contribution of €40,000 in a €200,000 capital triggers the requirement on the single-asset test even though the in-kind portion is only 20 % of the total.

The valuer is appointed unanimously by the founders before the bylaws are signed, or — if unanimous agreement cannot be reached — by the president of the commercial court, ruling on the application of the founders or any one of them (C. com. Art. L 225-8). The court appointment is rare in practice; founders who cannot agree on the valuer typically cannot agree on the underlying valuation either, and the contribution itself is then renegotiated.

The valuer must be independent of every party to the contribution. A valuer who lacks independence from a party to the contribution — or from a person who controls that party, or whom that party controls — cannot serve. A valuation produced in breach of the independence rule has been struck down by the courts, with the deliberations adopted on the back of the report annulled (Cass. com. 26 May 2009, n° 08-13611).

The two thresholds for asset contributions to a French SAS

The two thresholds need to be tested at different points in the cap-table arithmetic.

The single-asset threshold (€30,000) applies to each contribution separately. A founder contributing a piece of equipment valued at €25,000 and another at €15,000 contributes €40,000 in total but no single contribution above the threshold. The single-asset test is not crossed by either. The valuer is therefore not required on this test, and the analysis moves to the majority test.

The majority threshold (50 % of share capital) applies to the in-kind total against the total capital. If the company is to be incorporated with a total capital of €100,000, of which €40,000 is contributed in-kind across two contributions, the in-kind portion is 40 % — below the threshold. If the same €40,000 is contributed in a €70,000 capital, the in-kind portion is 57 % — above the threshold, and the valuer is required.

The result is that a contribution package below the single-asset threshold can still trigger the valuer requirement on the majority test. The two tests work together:

In-kind contributions Total share capital Largest single asset Valuer required?
€25,000 (one asset) €100,000 €25,000 No — unanimous waiver available
€40,000 (two assets) €100,000 €25,000 No — unanimous waiver available
€40,000 (two assets) €70,000 €25,000 Yes — majority test (57 % in-kind)
€40,000 (one asset) €100,000 €40,000 Yes — single-asset test
€60,000 (mix) €200,000 €35,000 Yes — single-asset test

The arithmetic should be run before the bylaws are drafted, because the answer changes the structure of the incorporation. A contribution package that triggers the valuer adds weeks of timeline and a real cost to the process; one that does not trigger the valuer can close in a much shorter window.

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The dispense rules: when an asset contribution skips the outside valuer

A few dispense rules let founders skip the valuer in defined circumstances.

Unanimous founder waiver under the thresholds. When neither the single-asset threshold nor the majority threshold is crossed — every contribution sits below €30,000 and the in-kind total sits at or below 50 % of the capital — the founders can decide unanimously not to appoint a valuer (C. com. Art. L 227-1 al. 5 and Art. D 227-3). The unanimous waiver is recorded in the bylaws that all the founders sign, and the description and agreed value of each contribution appear in the bylaws. The Commercial Code lets the founders rely on their own valuation in those cases. The protection that follows any over-valuation is the joint and several five-year liability described below.

Existing valuation of listed securities. When the contribution is securities giving access to capital or money-market instruments, the founders 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 (C. com. Art. L 225-8-1). No valuer is required; the average price establishes the value the founders apply in the bylaws.

Recent valuation of other assets. When the same asset has already been valued at fair value by a commissaire aux apports in another transaction within the six months preceding the effective contribution date, the founders can rely on that earlier valuation (C. com. Art. L 225-8-1).

For either of these two dispenses, the founders' 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 deposited at the future registered office and at the commercial court registry at least three days before the bylaws are signed, at the disposal of the subscribers (C. com. Art. R 225-14-1 and R 123-103). And both carry a safety valve: if exceptional or new circumstances have materially changed the value of the asset since the reference valuation, the contribution must be re-valued (C. com. Art. L 225-8-1, II).

A specific exemption applies to the conversion of an existing sole proprietorship. When an entrepreneur individuel (a sole proprietor, including under the legacy EIRL statute) incorporates the company alone and contributes assets that were already on the balance sheet of the sole proprietorship's last fiscal year, no fresh valuation by an outside valuer is required (C. com. Art. L 227-1 al. 6). The exemption simplifies the conversion of an existing business into an SAS — the assets enter the new company without the cost and delay of a fresh outside valuation. The exemption applies at incorporation only, to the sole founder who previously ran the business in their own name.

Where the founders rely on a dispense, they remain jointly and severally liable for five years to third parties for any over-valuation. The dispense saves the cost and time of the valuer; it does not eliminate the under-the-line risk if the contribution turns out to be over-valued.

How the outside valuer works for asset contributions to a French SAS

The valuer's role is to confirm to the founders, the company, and any future shareholder or third party that the value the founders agreed for the contribution is no higher than the asset's actual value.

The valuer's report:

  • describes each in-kind contribution in identifying detail (specifications of equipment, registration numbers of vehicles, listings of intellectual-property rights, deeds of real estate, balance sheet of a fonds de commerce);
  • explains the valuation methodology applied to each contribution (cost basis, market comparables, discounted cash flow, replacement cost) and the reasons for choosing it;
  • confirms 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 22-10-8).

The report must be available to the founders at the future registered office at least three days before the bylaws are signed (C. com. Art. R 225-14). The report is annexed to the bylaws — which contain the valuation of each in-kind contribution — and filed with the registry when the registration application goes through the Guichet unique (C. com. Art. L 225-14 and R 123-103). Future shareholders, future creditors, and future buyers of the shares can pull the report from the public file.

The valuer is paid by the company (C. com. Art. R 22-10-7). The fees are negotiated at appointment and reflect the number and complexity of the contributions — a single piece of equipment with a market value generates a smaller fee than a fonds de commerce or an unregistered intellectual-property portfolio.

If the founders agree on a value higher than the valuer's view, they can override the valuer's report — the signature of the bylaws carries their approval of the contributions and their valuation — but the override runs under their own responsibility and carries the five-year joint and several liability set out below.

Specific assets in an asset contribution to a French SAS: real estate, IP, fonds de commerce, EIRL

Some asset categories carry their own procedural rules in addition to the valuer requirement.

Real estate. A real-estate contribution must be recorded in notarial form — or by private deed subsequently deposited with a notary — and filed with the land registry (service de publicité foncière) of the place where the property is located, a filing the notary handles. The company can oppose its ownership to third parties only from that filing; creditors of the contributor without registered charges on the property lose their recourse against it once the land-registry formalities are complete. The notary's involvement adds time to the incorporation timeline and adds a fee, but it is unavoidable for any in-kind contribution that includes a real-estate interest.

Intellectual property. A contribution of trademarks or patents must be inscribed on the relevant special register at the French intellectual-property office (INPI): the trademark register (CPI Art. L 714-7) and the patent register (CPI Art. L 613-9). Without the inscription, the assignment is not enforceable against third parties. Unregistered rights such as copyright are transferred by a written assignment. Foreign-registered intellectual property must also be recorded with the relevant foreign office. The valuer's report must describe each right in detail and value each one separately.

Fonds de commerce. A contribution of a fonds de commerce — a business operation including its name, customer base, lease, equipment, and goodwill — follows the publicity formalities of a sale of fonds de commerce (C. com. Art. L 141-21). The contribution is published in a legal-notice medium, then — through the court clerk — in the Bulletin officiel des annonces civiles et commerciales (BODACC) within fifteen days of the contribution. Creditors of the contributor whose claims are not registered then have ten days from the BODACC insertion to declare their claims at the registry (C. com. Art. L 141-22); if the claims are not dealt with, the company can end up jointly liable for the declared debts with the contributor. The contributor must also notify the corporate tax office within forty-five days of the legal-notice publication (CGI Art. 201), and the VAT office within thirty days of ceasing the activity. The valuer's report describes the elements of the fonds — turnover, lease, goodwill — and applies one of the standard valuation methods used in fonds-de-commerce transactions.

EIRL transfers. The Loi 2022-172 of 14 February 2022 unified the entrepreneur individuel statute and put the entreprise individuelle à responsabilité limitée (EIRL) on a path to extinction, but the patrimony already affected by an existing EIRL can still be transferred to a French SAS. The transfer is published in a legal notice and is enforceable against third parties only after publication; an attached descriptive statement lists the assets, rights, obligations, and security interests included in the transfer (C. com. Art. L 526-17). The EIRL's professional creditors with prior claims can oppose the transfer in court within one month of the publication. The valuer's role is the same as for any in-kind contribution.

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The five-year liability if founders skip or override the outside valuer

When no commissaire aux apports has reported — because the founders used a dispense — or when the founders agree on a value for an in-kind contribution that differs from the value the valuer proposed, the founders are jointly and severally liable to third parties, for five years, for the value given to the in-kind contributions at incorporation (C. com. Art. L 227-1 al. 7). Each founder is liable on the full amount of the over-valuation, with a right of contribution against the others.

The exposure is real. A creditor of the company who relies on the published capital figure and who finds that the in-kind contributions were over-valued can recover from any founder, up to the difference between the asset's actual value and the value the founders adopted. The founder's right against the others is then a separate claim for contribution.

The same liability runs whichever dispense the founders use — the unanimous waiver below the thresholds, the listed-securities dispense, the recent-valuation dispense, the EIRL or sole-proprietorship dispense. The dispense saves the valuer's appointment; it does not save the founders from the under-the-line risk.

Beyond the civil exposure

A deliberately inflated valuation goes beyond civil risk. Fraudulently attributing to an in-kind contribution a valuation higher than its real value is a criminal offence, punishable by five years' imprisonment and a fine (C. com. Art. L 242-2, applicable to the SAS) — the courts have convicted both a contributor and the valuer who priced a fonds de commerce without accounting for the security interests attached to it (Cass. crim. 22 January 1990, n° 88-84955).

In practice, founders rarely override the valuer's view. Where the valuer's view is materially below the founders' 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 five-year exposure is too significant to take on lightly, and the structural risk to the founder relationship is also significant.

Asset contributions at incorporation vs at capital increase in a French SAS

The valuation machinery looks similar at incorporation and at a later capital increase — a valuer, a report, defined dispenses — but the rules are not identical, and the differences matter.

At incorporation, the founders appoint the valuer unanimously before the bylaws are signed (or the court appoints on application), the report is available at the future registered office at least three days before signature, it is annexed to the bylaws, and the contribution is part of the registration file. Below the two thresholds, the founders can unanimously waive the valuer altogether.

At capital increase, the company already exists, and the rules of Art. L 225-147 of the Commercial Code apply. The valuer is appointed unanimously by the shareholders or, failing unanimity, by the court. The report has the same content as at incorporation, and it must be available to the shareholders at the registered office at least eight days before the collective decision on the capital increase (C. com. Art. R 225-136). The shares issued against the contribution must be fully paid on issue.

Two differences deserve attention:

  • The €30,000 / half-capital waiver is an incorporation rule. At a capital increase, the in-kind contribution must in principle be valued by a commissaire aux apports whatever the amounts — on the prevailing analysis, the unanimous small-contribution waiver of Art. L 227-1 al. 5 is not available at that stage.
  • The dispenses at increase are decided by the president, not the shareholders (C. com. Art. L 225-147-1): the listed-securities dispense (weighted average market price over the three months preceding the effective contribution) and the recent-valuation dispense (fair-value report by a commissaire aux apports within the preceding six months). The decision and the supporting documents — including the attestation that no new circumstance has changed the valuation — must be available to the shareholders at the registered office, and deposited at the registry, at least eight days before the collective decision (C. com. Art. R 225-136-1 and R 123-107).

A specific re-valuation requirement completes the dispense regime at capital increase. The contribution must be re-valued, at the initiative and under the responsibility of the president, when the price of contributed listed securities has been affected by exceptional circumstances that may have changed their value materially, or when new circumstances have changed the fair value of another asset materially, at the effective contribution date (C. com. Art. L 225-147-1, II). If no re-valuation is made, one or more shareholders representing at least 5 % of the capital on the day of the decision can demand a fresh valuation by a commissaire aux apports. The shareholders then deliberate on the value of the contributions.

The dispense for sole-proprietorship conversion (assets on the balance sheet of the last fiscal year before incorporation) applies only at incorporation, not at capital increase. An SAS that wants to absorb a separate sole proprietorship later cannot rely on that dispense — the contribution at increase needs a fresh valuation.

Frequently asked questions about asset contributions to a French SAS

What is the difference between an asset contribution and a sale to the company?

In a contribution, the contributor receives shares of the company in exchange for the asset; no cash flows. In a sale, the contributor receives cash from the company in exchange for the asset; no shares change hands. The two routes have different tax treatments and different cap-table effects. Where the contributor wants to become a shareholder, the contribution is the path; where the contributor wants cash, the sale is the path.

Can a foreign founder contribute foreign assets to a French SAS?

Yes. Foreign assets — real estate held abroad, equity stakes in foreign companies, intellectual property registered abroad — can be contributed to a French SAS as in-kind capital. The valuation is done by the commissaire aux apports on the same basis as for French assets. Specific transfer formalities apply if the asset is foreign real estate (notarial deed under the foreign jurisdiction, foreign-registry filings) or registered intellectual property (recording with the relevant foreign office).

Can a single founder contribute the only asset of the company at incorporation?

Yes. A single founder can contribute one asset (or several) and receive 100 % of the shares of the resulting SASU. The valuer requirement is triggered if the single-asset threshold or the majority threshold is crossed. Where the founder is a sole proprietor incorporating alone and the asset was on the balance sheet of the last fiscal year, the dispense of Art. L 227-1 al. 6 of the Commercial Code applies and no valuer is required.

What happens if the value of the asset falls after the contribution?

The contribution is fixed at the value agreed at incorporation. A subsequent fall in the asset's market value does not trigger any retroactive obligation on the founders. The five-year over-valuation liability runs only against the value as of the contribution date, not against later market movements.

Can the commissaire aux apports 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 (C. com. Art. L 225-8). The company's statutory auditor (where one exists) is generally not appointed as valuer because of the ongoing audit relationship. A separate valuer is appointed for the contribution, even where the company already has an auditor in place.

What does the valuer's report cost?

Fees are negotiated at appointment. They scale with the number and complexity of the contributions and with the valuation work required. A single piece of equipment with a clear market value generates a smaller fee than a fonds de commerce or an unregistered intellectual-property portfolio. The fees are paid by the company.

Can a founder contribute a personal vehicle as in-kind capital?

Yes. The vehicle is transferred to the company by the standard vehicle-transfer formalities; the registration certificate (carte grise) is updated; the value is set against the par value of the shares received. If the value exceeds €30,000 or tips the in-kind majority test, a commissaire aux apports is required.

Is the valuer's report public?

The report is annexed to the bylaws and filed at the registry of commerce. It is therefore part of the company's public file and can be requested by anyone. Where the report contains commercially sensitive information about a contributed asset (a confidential valuation methodology, a pending patent, a confidential client portfolio), the founders and the valuer typically calibrate the level of detail to what the law requires without exposing more.

Key takeaways on asset contributions to a French SAS
An asset contribution to a French SAS — apport en nature — transfers ownership of an asset to the company in exchange for shares whose par value matches the asset's agreed value. The shares are fully paid on issue.
The outside valuer (commissaire aux apports) is the legal default. The founders can only waive the appointment, unanimously, when no single in-kind contribution exceeds €30,000 and the in-kind contributions together stay within half of the share capital. The two tests apply independently.
Defined dispenses also skip the valuer: recently market-priced listed securities, assets already valued at fair value by a valuer within six months, and — at incorporation only — the sole proprietor who incorporates alone with the assets on the last fiscal year's balance sheet.
The valuer's report describes each contribution, sets out the valuation methodology, and confirms that the value covers the par value of the shares to be issued plus any premium. It is available three days before the bylaws are signed, annexed to them, and filed at the registry.
Specific asset categories carry their own procedural rules: real estate (notarial deed and land-registry filing), intellectual property (INPI inscription), fonds de commerce (legal notice, BODACC within fifteen days, ten-day creditor window, tax notifications), EIRL transfers (legal notice and descriptive statement).
Skipping or overriding the valuer has a price: the founders are jointly and severally liable for five years to third parties for the value given to the assets. At a capital increase, the valuer is required in principle whatever the amounts — the €30,000 / half-capital waiver is an incorporation rule.
Contributing assets to a French SAS — at incorporation or at a capital increase?

Petroff Avocats structures and executes in-kind contribution packages for international founders incorporating an SAS in France or running a capital increase, including the threshold analysis on the single-asset and majority tests, the unanimous-waiver decision below the thresholds, the commissaire aux apports appointment and valuation brief where the thresholds are crossed, the specific procedural pieces for real estate (notarial coordination), intellectual property (INPI recording), fonds de commerce (BODACC opposition timeline), and the conversion of an existing sole proprietorship under the dispense from outside valuation. We also advise on the five-year over-valuation exposure and on how to structure the package to keep that exposure controlled. 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 asset contribution to a French SAS depends on the specific assets, the founders' valuation evidence, and the cap-table dynamics. Always seek qualified legal advice before contributing assets to a French company.