When Must a French SAS Appoint a Statutory Auditor? The 2024 Thresholds

The recurring question: does our SAS need a commissaire aux comptes this year?

Since the loi Pacte of 22 May 2019, most small and medium French SAS run without a statutory auditor — the reform lifted the SAS's old low thresholds and aligned them with the general regime, and thousands of companies ended their auditors' mandates on the strength of it. But « most » is not « all », and the size test is only one of several triggers. A French SAS must appoint a commissaire aux comptes (CAC) when it crosses two of three size thresholds at a financial-year close, when it publishes consolidated accounts or is a public-interest entity, when it heads or belongs to a small group above the group thresholds, or when shareholders reach for one of the two request routes — one direct, one judicial — that the Code puts in their hands.

This guide covers the individual-company rules: the three thresholds as raised by the decree of 28 February 2024 and the dates they apply from, the regardless-of-size cases, the appointment procedure and the six-year mandate, the shareholder request routes (the one-third direct request and the one-tenth judicial request, which are not the same thing), voluntary and ad-hoc appointments, the deputy-auditor rule, and the exposure for skipping a required appointment. The group-level analysis — small groups, significant controlled subsidiaries, the ALPE simplified audit — has its own dedicated guide in this series, linked where it arises.

The three thresholds — and the numbers the 2024 decree actually set

Since the first financial year closed after 26 May 2019, an SAS that exceeds two of the three audit thresholds at a financial-year close must appoint at least one auditor (C. com. Art. L 227-9-1). The decree of 28 February 2024 (2024-152) then raised those thresholds — D 227-1 referring to D 221-5 — to align French law with the European levels. For financial years opened from 1 January 2024, the figures are:

• €5 million balance-sheet total;
• €10 million turnover excluding tax;
• 50 employees.

Cross two of the three at the close and the appointment is mandatory; stay under two of the three and no size-based obligation arises — though the other triggers below may still apply. The raised figures matter in practice, because a company sitting between the old ceilings (€4 million balance sheet, €8 million turnover) and the new ones may no longer be caught: the 2024 decree lifted the bar, it did not lower it. Two transitional points complete the picture. The new provisions apply to the accounts and reports of financial years opened from 1 January 2024 (decree 2024-152, art. 4); and auditor mandates already running when the decree took effect on 1 March 2024 continue to their expiry as ordinary six-year missions, regardless of the new numbers.

The obligation is not a one-way ratchet. It ceases where the company has not exceeded two of the three thresholds during the two financial years preceding the expiry of the auditor's mandate (D 221-5, al. 2) — so a company that grew past the thresholds, appointed an auditor, and then shrank back below them for two consecutive years can let the mandate lapse at term rather than renew it. The test is always run at the financial-year close, on the last accounts drawn up, which is why the annual-accounts calendar and the auditor question are two halves of the same yearly exercise.

The cases that ignore size entirely

Two categories of SAS must appoint an auditor whatever their size and form. A public-interest entity (entité d'intérêt public) must appoint at least one (C. com. Art. L 821-42). And an SAS required to publish consolidated accounts must appoint at least two (Art. L 821-41) — the two auditors being, on deontology grounds, independent of one another, which excludes their belonging to the same firm. The consolidated-accounts obligation itself follows the group thresholds of Arts. L 233-16 and L 233-17, covered in the annual-accounts guide; the point here is that once an SAS is over that line, the auditor question is answered regardless of its standalone figures.

Beyond these, particular activities carry their own appointment rules independent of the general regime — regulated sectors where a supervisor imposes an audit whatever the company's size. And a distinct group-level trigger applies where the SAS heads, or is a significant member of, a small group above the cumulative thresholds — the subject of a separate guide in this series. The individual-company reader should hold on to the simple structure: size is the ordinary trigger, but consolidated accounts, public-interest status, sector rules and group membership are independent ones, any of which can require an auditor in a company well under 5/10/50.

Does your SAS need an auditor? Find the trigger

Pick the situation closest to yours — the check shows the rule that applies and the mandate that follows.

The appointment: collective decision, six years, on the agenda

The shareholders appoint the auditor — titular and, where required, deputy — by collective decision (C. com. Art. L 227-9), and no other means is available: the Code excludes appointment by any route other than the shareholders' decision (Art. L 227-9-1). Since the loi Pacte, the first auditors no longer have to be named in the bylaws; during the company's life the appointment is for six financial years by collective decision (Art. L 823-3). The choice of a particular firm is the shareholders' to make, subject to the auditor being enrolled on the official list (Art. L 821-13) and clear of the incompatibility rules that protect independence.

One procedural rule catches companies off guard. The appointment or renewal of an auditor must appear on the meeting's agenda; it cannot be slipped into « any other business ». A deliberation appointing an auditor and deputy other than those named in the resolution sent with the agenda is irregular (Cass. com. 14 February 2018, n° 15-16525, an SARL solution transposable to the SAS). The practical discipline: name the proposed auditor in the resolution circulated with the convening, and if the shareholders want a different one, re-convene rather than substitute at the meeting. Where the SAS approves its accounts other than in a meeting — one of the collective forms the bylaws may allow — the same substance applies: the appointment is a distinct resolution, properly proposed and recorded.

A word on the six years, because the draft-stage confusion is common: the ordinary mandate is six financial years (Art. L 823-3), not a term the shareholders can shorten at will for a mandatory appointment. The three-year ALPE mission is a specific regime — it applies to the one-third-capital request, to the small-company and small-group cases where the law allows the shorter mandate, and to a voluntary appointment the shareholders deliberately cap at three years (Art. L 821-46). Outside those, a required auditor serves the full six.

The two shareholder request routes — a third, and a tenth

Even under the thresholds, shareholders can bring an auditor in, by two distinct mechanisms that the draft-stage literature routinely confuses.

The one-third direct request. Shareholders representing at least one third of the capital can require the company to appoint an auditor by a motivated request addressed to the company — no court needed (C. com. Art. L 227-9-1). The mission is then, obligatorily, a three-year ALPE mission — the « audit légal petite entreprise », the lighter small-company audit the loi Pacte created. This is the fast route: enough capital behind a reasoned demand, and the company must proceed to the appointment.

The one-tenth judicial request. Shareholders representing at least one tenth of the capital can instead ask the court to order an appointment even where the mandatory thresholds are not met (Art. L 227-9-1, al. 3, and D 227-1). The president of the commercial court rules on the request under the accelerated-on-the-merits procedure; the judge is not bound to appoint — the CNCC underlines that the president must weigh the company's interest before granting the demand (CA Paris, 24 May 2002). Where granted, the mission is a classic six years, not the three-year ALPE.

The choice between them is arithmetic before it is strategic: a third of the capital reaches the direct route and its quick ALPE outcome; a tenth reaches only the court, with its discretion and its longer mandate. Minority shareholders assembling a request should count their votes against both bars before deciding which door to knock on — and should expect, on the judicial route, to have to persuade a judge that the audit serves the company, not merely their own leverage.

Voluntary appointments, ad-hoc reports, and the deputy auditor

Voluntary appointment. The shareholders can always appoint an auditor by collective decision even with no obligation (C. com. Art. L 227-9-1, al. 1). The term is six financial years by default (Art. L 821-44); by derogation, the shareholders can cap it at three (Art. L 821-46), a choice the CNCC says must be clearly expressed in the resolution. Founders sometimes install a voluntary auditor for credibility with banks, investors or counterparties — a deliberate cost, not a legal necessity, and one worth sizing against the three- or six-year commitment it creates.

Ad-hoc reports for specific operations. Since the loi Pacte, an auditor's report is a validity condition for certain operations only where the company actually has an auditor — but where it does not, some operations still require a report, produced by an auditor designated for that operation alone. The recurring cases: a capital increase with suppression of the preferential subscription right (Art. L 225-135), the issue or conversion of preference shares (Arts. L 228-11, L 228-12, L 228-14), the issue of securities giving access to capital (Art. L 228-92), the fixing of an interim dividend (Art. L 232-12) and free-share grants (Art. L 225-197-1). This ad-hoc designation is not a voluntary appointment for three or six years — the auditor is designated for the operation, and the mandate ends with it (CNCC, EJ 2019-57). Matching the appointment to the need avoids locking in a multi-year mandate for a one-off report.

The deputy auditor. In an SAS, a deputy (suppléant) is required only where the titular auditor is a natural person or a single-person firm; the deputy — who steps in on the titular's refusal, impediment, resignation or death — is then appointed by collective decision for six financial years (Art. L 821-40, al. 3). Where the titular is a multi-person firm, no deputy is required. The obligation to appoint a deputy carries no criminal sanction, but a company that should have one and has not commits an irregularity the titular auditor would flag — and one worth curing for continuity's sake. A drafting trap: where the bylaws provide for a deputy without referring to Art. L 821-40, the appointment is required even for a multi-person firm, and a bylaws amendment is needed to be released from it (CCRCS, avis 2018-014).

Run the test: do your figures cross two of the three thresholds?

Enter your last close's figures — the calculator applies the 2024 thresholds and flags the result.

Ending a mandate — and the price of not appointing

Removing an auditor mid-mandate is hard by design. An auditor cannot simply be replaced before term. A récusation — the removal for just cause — can be sought from the court by shareholders representing at least 5 % of the capital, the CSE or the public prosecutor (Art. L 821-49); a difference of view on an accounting treatment or a control procedure is not a valid ground. The point of the six-year term and the narrow exit is independence: an auditor the management could dismiss at will would not be worth appointing.

Skipping a required appointment carries real exposure. On the civil side, deliberations taken without a regularly appointed auditor — or on the report of an auditor appointed or kept in office contrary to the law — are null, the nullity extinguished only if the deliberations are expressly confirmed by a collective decision on the report of a properly appointed auditor (Art. L 821-5). On the criminal side, the directors who failed to procure the appointment of an auditor face two years' imprisonment and a €30,000 fine (Art. L 821-6). And obstructing an appointed auditor's work is separately punished, on two distinct footings: failing to convene them to meetings carries two years and a €30,000 fine (Art. L 821-6, 1°), while blocking their verifications or refusing access to documents carries five years and a €75,000 fine (Art. L 821-6, 3°). The lesson for a growing SAS is to run the threshold test at each close and appoint on time: the audit fee is a budget line, but the nullity of a year's decisions and the directors' personal criminal exposure are not.

Frequently asked questions about the SAS statutory-auditor thresholds

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 or accounting advice. Thresholds and audit rules evolve with finance and simplification laws; always verify the current framework and seek qualified advice before appointing — or deciding not to appoint — a statutory auditor in a French company.