OUR OPINION CREATES TRUST
CONTEXTS
Securing financial information
Making procedures more reliable
Legal restructurings
Fund raising
Contributions, mergers and similar operations
Acquisitions and disposals
MISSIONS
The Statutory Auditor is an external and legal auditor. His mission is to certify the sincerity and conformity of the company’s financial information with the standards in force. To this extent, he conducts a legal audit, according to the procedure defined by law. The Statutory Auditor has a mission of general interest insofar as the certification of the annual accounts makes it possible to give a high level of assurance to third parties. His appointment may be mandatory in certain cases. He is appointed for a period of 6 years.
A contribution auditor’s task is to verify the valuation of contributions in kind to the capital of a company. He/she is independent and therefore cannot be a CAC (Statutory auditor) of the same company. The contribution auditor is appointed unanimously by the partners. If there is no consensus, he is appointed by the commercial court at the request of the legal representative. In a SAS, his appointment is mandatory from the first contribution in kind. For a SARL, his appointment is optional provided that :
- the value of each contribution is less than EUR 30,000 ;
- and that the total amount of the contributions in kind is less than half the share capital.
The merger auditor is appointed from the list of legal experts or auditors of the Paris Court of Appeal. His task is to analyse the valuation criteria used by the companies for the merger and consequently to assess the merger operation by checking whether the exchange ratio is fair. The merger auditor draws up a report on the terms of the merger. This report is filed with the Trade and Companies Register.
The task of the special benefits auditor is to describe, judge and assess the preferences granted to the shareholders of a company. These preferences may have been granted either at the company’s inception or during its existence. The auditor then draws up a report on the evaluation of the special advantages in which he details the advantages in question and their possible impact on the shareholders’ situation.
The mission of the transformation commissioner is to verify the value of the company’s assets and to certify that the amount of equity is at least equal to that of the share capital. He then draws up a detailed report on the company’s situation. He is appointed in the absence of a Statutory Auditor.
The auditor in charge of the verification of assets and liabilities is appointed when a joint stock company which has not yet closed two balance sheets regularly approved by the shareholders, plans to issue bonds. He is appointed by court decision from the list of legal experts or auditors of the Paris Court of Appeal, upon request to the President of the Commercial Court by the legal representative. He draws up a report for the attention of the subscribers concerning the financial situation of the company. This report will be filed with the Trade and Companies Register.
Due Diligence is an audit of the acquisition of a target company, carried out by the potential buyer with the aim of limiting the possible risks associated with the acquisition of the company concerned. In this context, the auditor intervenes after the letter of intent in order to allow the buyer to validate the adequacy between the reality and the elements negotiated with the target in order to increase its value. Occasionally, this mission may be completed by a strategic audit in order to evaluate and even quantify the potential synergies linked to the acquisition of the target and to understand all the risks and opportunities of the acquisition.
A VDD or Vendor Due Diligence is an audit of a company carried out at the request of its shareholders. The objective is to identify any risks associated with an acquisition and to present potential buyers with a report containing the company’s historical financial data and operating forecasts.
