Good news for most young businesses: in France, appointing a statutory auditor (CAC) is not automatic at the seed stage. It becomes mandatory mainly on the basis of size thresholds raised by Decree no. 2024‑152 of 28 February 2024 (applicable to financial years beginning on or after 1 January 2024). Official references: Service-Public Pro, CRCC Paris, and Legifrance.
When does a statutory auditor become mandatory for a startup?
For SAS/SASU, SARL/EURL, SNC and, more generally, most legal forms adopted by startups (except for the specific cases below), appointing a statutory auditor is mandatory when, at the end of a financial year, the company exceeds at least 2 of the following 3 thresholds:
- Balance sheet total: €5 million
- Revenue excluding VAT: €10 million
- Average headcount: 50 employees
These thresholds were raised by Decree 2024‑152 to ease constraints on small innovative businesses. See the summaries from CRCC Paris and a practical reminder here: Exxactitude. The official Service‑Public Pro factsheet outlines mandatory appointment requirements by legal form.
Controlled subsidiaries: lower thresholds
If your startup is controlled by a company that is itself required to appoint a statutory auditor (or belongs to a group subject to audit), lower thresholds frequently apply: €2.5 million balance sheet total, €5 million revenue excluding VAT, 25 employees (mandatory if at least 2 thresholds are exceeded). Reference: CNCC table and CRCC Paris.
Important special cases
- SA (Société anonyme): appointing at least one statutory auditor remains mandatory regardless of size. Reference: Service‑Public Pro.
- Group parent / consolidation: a company that prepares consolidated financial statements must appoint a statutory auditor. Reference: Code de commerce on Legifrance and CNCC.
- Controlling/being controlled: being within a control perimeter may trigger the obligation at adjusted thresholds (see Service‑Public Pro).
For a reminder of the European framework (audit and financial reporting directives), see EUR‑Lex.
Voluntary appointment: when is a statutory auditor useful even if not required?
Even without a legal obligation, appointing a statutory auditor can speed up a funding round or investor due diligence by strengthening the reliability of the accounts and internal controls. It is good practice before a capital increase or funding round. To prepare your governance and processes, consult our legal audit checklist and our guide to investor due diligence.
How to check whether you must appoint a statutory auditor in 2026 (checklist)
- Measure at financial year-end: balance sheet total, revenue excluding VAT and average headcount.
- Compare with the applicable thresholds (general or lower thresholds if you are a controlled subsidiary).
- Analyze your group situation: controlling/being controlled, possible consolidation.
- Plan ahead for the ordinary general meeting approving the accounts, so that the appointment can be made.
- Draw up an engagement letter with the selected firm (scope, fees, timetable).
- Notify the court registry of the appointment through the one-stop portal (INPI) to update the Kbis extract.
Need a complete framework for structuring the company before these steps? Our guide to the legal steps for creating a startup and our advice on drafting tailored SAS articles will help you lay the right foundations.
Procedure, term of office and timetable
- Decision: appointment takes place at a general meeting (or by decision of the sole shareholder), with designation of the principal statutory auditor.
- Term: the statutory term is 6 financial years (renewable). An existing term continues even if the company falls below the thresholds again.
- Publicity: file the decision with the court registry through the one-stop portal and record it in the RCS.
- Work: the statutory auditor audits the annual accounts and delivers reports attached to the accounts filing.
The legislative and regulatory framework is available on Legifrance and summarized by Service‑Public Pro.
Penalties for failing to make a mandatory appointment
Failure to appoint an auditor when required exposes directors to criminal penalties: up to a €30,000 fine and 2 years’ imprisonment (Article L.820‑4 of the Code de commerce). Reference: Legifrance and Justice.fr. Beyond criminal exposure, the absence of an audit can block sensitive transactions (distributions, financing, M&A).
Practical examples (2026)
- Startup A (B2B SaaS): balance sheet €1.8 million, revenue €3.5 million, 28 employees → below the thresholds (0/3), no obligation to appoint a statutory auditor.
- Startup B (marketplace): balance sheet €2.2 million, revenue €12 million, 18 employees → 1 threshold exceeded (revenue), no obligation (2/3 required).
- Startup C (fast-growing deeptech): balance sheet €6 million, revenue €11 million, 40 employees → 2 thresholds exceeded (balance sheet, revenue), statutory auditor mandatory.
- Startup D (controlled subsidiary): balance sheet €2.6 million, revenue €5.2 million, 23 employees → 2 thresholds exceeded under the lower thresholds, statutory auditor mandatory (reference: CNCC/CRCC).
If a funding round is imminent, check the statutory auditor’s impact on due diligence and plan ahead for the capital increase procedure.
Quick FAQ
Must I appoint a statutory auditor if I exceed the thresholds just once?
The trigger is assessed at the end of a financial year. Review your situation every year and plan for appointment at the general meeting if 2 of the 3 thresholds are exceeded (reference: Service‑Public Pro).
Can a small SA dispense with a statutory auditor?
No. Appointment remains mandatory for an SA, regardless of size (reference: Service‑Public Pro).
What if my startup is a subsidiary of an audited group?
You may be subject to lower thresholds (€2.5 million / €5 million / 25), with appointment mandatory if 2/3 are exceeded (reference: CNCC, CRCC Paris).
How long is the term of office?
The statutory term is 6 financial years. It continues even if you subsequently fall below the thresholds (reference: Legifrance).
To frame your governance and growth trajectory, also read our advice on the key legal steps in company formation and drafting SAS articles.
Further reading
Related resources
Frequently asked questions
FAQ
What are the 2026 thresholds that make a statutory auditor mandatory for a startup?
€5 million balance sheet total, €10 million revenue excluding VAT and 50 employees (mandatory if 2 of the 3 thresholds are exceeded at financial year-end). Decree 2024‑152.
Are there lower thresholds for controlled subsidiaries?
Yes: €2.5 million balance sheet total, €5 million revenue excluding VAT and 25 employees (mandatory if 2/3 are exceeded). Reference: CNCC and CRCC.
Must an SA always have a statutory auditor?
Yes, appointing at least one statutory auditor remains mandatory for SAs, regardless of size.
How long is a statutory auditor’s term of office?
The statutory term is 6 financial years. It continues even if the company subsequently falls below the thresholds.
What are the penalties if I fail to appoint one when it is mandatory?
Up to a €30,000 fine and 2 years’ imprisonment (Article L.820‑4 of the Code de commerce).
References
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