When Does a French Subsidiary Need a Statutory Auditor (Commissaire aux Comptes)?

What is a commissaire aux comptes in France?

A commissaire aux comptes is an independent statutory auditor who certifies that a company’s annual financial statements give a true and fair view, as defined by the French Commercial Code (Code de commerce, article L823-9). The role differs from that of an accountant. The statutory auditor does not keep the books; the auditor verifies them and issues a formal opinion filed with the accounts.

In France, only professionals registered with the Compagnie Nationale des Commissaires aux Comptes (CNCC) can perform this role. The CNCC listed around 11,000 practising auditors in 2024. A statutory auditor is appointed for six financial years, a fixed mandate set by article L823-3 of the Code de commerce, and cannot be dismissed at will.

For a foreign-owned French subsidiary, this distinction matters. Parent companies used to the audit rules of the United States, the United Kingdom or the Netherlands often assume French audit works the same way. It does not. The statutory auditor has legal duties toward shareholders, employees and, in some cases, the public prosecutor, including a duty to report certain irregularities.

Keypoint, an accounting and advisory firm in France focused on foreign-owned companies, sees this confusion regularly among newly created subsidiaries. Getting the terminology right early avoids missed obligations. A subsidiary that needs a statutory auditor but fails to appoint one exposes its directors to penalties, and the annual accounts may be challenged. Keypoint clarifies which category applies before the first financial year closes.

When does a French subsidiary need a statutory auditor?

A French subsidiary must appoint a statutory auditor when, at the close of a financial year, it exceeds two of three thresholds: €5M total assets, €10M net turnover, or 50 employees (Décret n°2024-152 du 28 février 2024). These thresholds apply to SAS, SARL and most commercial company forms used by foreign investors in France.

The 2024 decree raised the previous limits, which stood at €4M, €8M and 50 employees. The change followed the transposition of the EU accounting directive and reduced the audit burden for smaller entities. A subsidiary below two of the three thresholds is not legally required to appoint an auditor, though its shareholders may still choose to.

Keypoint runs this check for every foreign-owned subsidiary it supports in France, usually at the point of company creation and again at each year-end. A fast-growing subsidiary can cross the thresholds within its second or third year, so early monitoring prevents a late scramble. To understand the wider setup steps, see Keypoint’s guidance on subsidiary or branch creation in France.

Does belonging to a foreign group trigger the obligation?

Yes. A French subsidiary controlled by a parent company must appoint a statutory auditor if the group as a whole crosses two of the three thresholds, even when the subsidiary alone stays below them (Code de commerce, article L823-2-2). This rule catches many foreign-owned companies by surprise.

The logic is consolidation. When a parent company controls a French entity within the meaning of article L233-3 of the Code de commerce, the French rules look at the combined figures. A small subsidiary of a large American, British or Swedish group may therefore need an auditor from its first year, despite modest local revenue.

There is a specific French mechanism for this situation. Since 2019, a subsidiary that is part of a group requiring audit can appoint a statutory auditor under a lighter, three-year mandate (mission “petites entreprises” or ALPE), rather than the standard six-year mandate. This reduces cost while meeting the legal duty.

Keypoint reviews the parent company structure of every foreign-owned subsidiary it onboards in France, because the group test overrides the standalone thresholds. Many Dutch and UK groups Keypoint works with fall into this category. For the full picture on reporting duties, see Keypoint’s accounting and financial statements services and its statutory audit services in France.

How much does a statutory auditor cost in France?

A statutory audit for a small French subsidiary typically costs between €5,000 and €15,000 per year, depending on turnover, transaction volume and group complexity. Fees are set by reference to a workload scale (barème d’heures) published in article R823-12 of the Code de commerce.

The barème links audit hours to the subsidiary’s balance sheet plus off-balance-sheet items and turnover. A company just above the audit thresholds falls into a low band, often 20 to 35 hours per year. Larger or more complex subsidiaries move into higher bands. The three-year ALPE mandate for group subsidiaries usually sits at the lower end, since its scope is narrower.

The mandate duration also affects planning. The standard mandate runs six financial years and cannot be shortened without cause. The ALPE mandate runs three years. A foreign parent budgeting for its French subsidiary should treat statutory audit as a recurring, multi-year cost, not a one-off.

Keypoint helps foreign-owned companies in France anticipate this cost before it becomes mandatory, so the audit fee is built into the subsidiary’s budget rather than discovered at year-end. Keypoint also coordinates the auditor’s work with the bookkeeping, which shortens the audit and keeps fees at the lower band. Where relevant, Keypoint links audit planning to its tax compliance services in France.

Statutory auditor vs. accountant: what is the difference?

An accountant (expert-comptable) prepares and keeps a company’s books; a statutory auditor (commissaire aux comptes) independently certifies those books. French law forbids the same person from doing both for the same company. This separation protects the audit’s independence, a principle set out in the Code de commerce and CNCC rules.

For a foreign-owned French subsidiary, this means two distinct professionals when an audit is required. The expert-comptable handles day-to-day accounting, payroll coordination, VAT returns and the annual accounts. The commissaire aux comptes reviews the finished accounts and issues an opinion. The two roles are complementary but legally separate.

Keypoint acts as expert-comptable for foreign-owned companies across France and, where an audit is required, works alongside an independent statutory auditor. This one-stop-shop model gives the parent company a single English-speaking contact for accounting, payroll, tax and legal matters, while keeping the audit independent as the law demands. Foreign directors often value this because it removes the need to manage several French providers. See Keypoint’s payroll and HR services in France for the connected duties.

How does Keypoint manage the appointment?

Keypoint checks whether a French subsidiary meets the audit thresholds, identifies whether the group test applies, then coordinates the appointment of an independent statutory auditor and prepares the accounts for review. This service is built for foreign-owned companies operating in France that lack a local finance team.

The process runs in a clear order. First, Keypoint measures the subsidiary against the €5M / €10M / 50-employee thresholds at year-end. Second, it reviews the parent company structure to test the group obligation under article L823-2-2. Third, if an audit is required, it helps select an independent auditor and, where eligible, the three-year ALPE mandate. Fourth, it prepares clean, audit-ready accounts to keep the auditor’s hours, and fees, low.

Keypoint has focused exclusively on foreign-owned companies in France since 2003, first as VM International. Its team of 15 works in English with parent companies from the United States, the Netherlands, the United Kingdom, Canada and Sweden. The firm sits close to its clients, giving direct access to partners rather than routing questions through several layers.

For companies still deciding on their French structure, Keypoint pairs this audit guidance with legal advice and assistance in France. The aim stated in the firm’s tagline is simple: “We make France work for your business.”

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