contribution commissioner company creation

The intervention of the commissioner of contributions during the creation of a company with contributions in kind

The members who set up a firm can provide miscellaneous contributions. Among them are the contributions in kind ; these are assets whose ownership is transferred by the partners. These contributions must be estimated by the partners. And this current pension is in turn verified by a number expert: a commissioner of contributions. However, the legislation provides for certain exemptions. Foundation-company-ricard explains to you all the rules concerning the intervention of a commissioner of contributions for contributions in kind given as part of a creation of society.

Is it necessary to call on a commissioner of contributions when making a contribution in kind?

Ordinarily, when the partners of a company carry out contributions in kind to his creation, he is compulsory to call on a commissioner of contributions.

However, there is a possibility of not appointing this professional in certain circumstances. The conditions to be met vary according to the legal form of the company. Here they are :

SARL & SAS No contribution in kind has a value greater than 30 euros
The sum of contributions in kind does not exceed half of the capital
SA Contributions of transferable securities giving access to capital or money market instruments valued at the weighted average price (less than 3 months)
Contributions of other assets that have already been valued by a contribution auditor during a previous contribution (less than 6 months)

What is the result if we decide not to appoint a contribution auditor?

First of all, it is essential to mention that the decision to abstain from the services of a CAA must be made at unanimity of shareholders. In sole proprietorships (EURL or SASU), it is up to the single partner to take this prerogative.

The established majority is important because the absence of recourse to a CAA presents risks. Indeed, if the partners of a company opt for the exemption and they do not use the services of a CAA, they will be solidarity of values assigned to their investments during five years.

How to choose a commissioner of contributions for the formation of a company?

The commissioning of contributions cannot be entrusted to a accountant when creating a company. Indeed, the law provides that these functions must be carried out by two separate professionals.

In the event of creation with contributions in kind, the choice of commissioner of contributions can relate to:

  • The registered auditors on the list provided,
  • Personalized experts  registered on specific lists drawn up by the courts.

It's up to associates (or the sole shareholder) to designate the professional. If they fail to agree, the president of the commercial court can settle the matter at the request of the company's legal representative. If the latter does not appear, any person with an interest in the case can then file this request.

What is the task of the contributions auditor when setting up a company with contributions in kind?

Le commissioner of contributions assesses under his responsibility the value all of the goods brought to the society. He must give his own opinion on the estimate made by the partners. To achieve the mission entrusted to him, the auditor implements various tasks and may, if necessary, call on specialists. Once his research is complete, he hands over a investigation report where he exhibits his opinion on the values ​​assigned to contributions in kind. This document becomes one of documents appended to the articles of association of the society.

Can we decide on a value other than that recommended by the CAA report?

Legislation don't force the associates to accept the current pension drawn up by the contribution auditor. They can then choose to give each good the value they find fair.

However, if this assessment is different from that of the auditor, they incur a Responsibility Law to any injured party, for a period of five years.

Moreover, if their estimate is higher, they expose themselves to penals sanctions. The fraudulent increase of contributions in kind is punishable by five years of imprisonment and a fine.

 

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