For information, XVAL regularly intervenes in the framework of the valuation of a company or of securities to be contributed to a holding company. The XVAL report is then transmitted to a "partner" auditor of the firm for its registration. This scheme allows you to save time in the process of contribution to a holding (valuation time of 7 to 10 days by XVAL) and to reduce costs thanks to the rates negotiated by XVAL : ask for a quote
The steps to follow to create a holding company :
- Determine why you want to create a holding company: A holding company can be used for a variety of reasons, such as managing multiple businesses, protecting assets, managing cash flow or reducing taxation. It is important to determine why you want to create a holding company in order to choose the legal structure that best suits your needs.
- Choose the legal form of the holding company: there are several legal forms for a holding company, such as the simplified joint stock company (SAS), the simplified one-person company (SASU) or the limited partnership with shares (SCA), the limited liability company (SARL). It is important to choose the legal form that best suits your needs according to your situation and your objectives.
- Draft the articles of association of the holding company: the articles of association are the document that defines the rules of operation of the holding company and that must be registered. It is important to think carefully about the provisions that will be included in the articles of association in order to guarantee the protection of the holding company's assets and cash flow.
- Establish the holding company's share capital: the holding company must have a share capital, which can be established by contributing funds or by contributing assets. The share capital must be registered with the relevant authorities.
What legal principles must be respected when contributing to a holding company?
There are several legal rules governing contributions to a holding company. Here are some examples:
- Rules for the valuation of contributions: contributions to a holding company must be valued in an equitable manner for all partners. There are several methods of valuation of contributions, such as the fair value method, the redemption value method or the realization value method.
- Rules for the distribution of shares: the shares of the holding company must be distributed in an equitable manner among the partners according to their contribution. If the partners contribute different assets or companies, it may be necessary to value them differently to determine the number of shares allocated to each partner.
- Rules for drafting the articles of association: the articles of association of the holding company must be drafted in such a way as to comply with the legal provisions in force and to guarantee the protection of the assets and cash of the holding company.
You want to value a company in the context of a contribution to a holding company: estimate for the valuation report
What valuation methods should be used when contributing to a holding company?
There are several valuation rules that can be used to value contributions to a holding company. Here are some examples:
The fair value method: this method consists of valuing the contribution based on the value of the contributed property or company as it would be determined in the market. This value can be determined using a professional appraisal or by using comparables from recent sales of similar assets.
The buy-out method: this method consists in valuing the contribution according to the value that the holding company would be willing to pay to buy out the partner's shares. This value can be determined according to the profitability prospects of the company and the price paid by the partners at the time of the initial acquisition.
The realizable value method: this method consists of valuing the contribution based on the value that the contributed property or company could achieve upon sale. This value can be determined by using a professional valuation or by using comparables from recent sales of similar assets.
Is a contribution auditor always necessary?
The SAS, like the SARL, are not obliged to appoint a contribution auditor if :
- The value of the contributions in kind does not exceed half of the share capital of the SAS;
- The value of the assets contributed is not more than 30,000 euros (decree of April 25, 2017).
Since April 28, 2017, it is possible not to appoint a contribution auditor even if a contribution that is in kind is made at the formation of an SAS.
If either of these conditions is not met, the partners will be obliged to appoint a contribution auditor to validate the valuation of the assets they contribute to the share capital.
This derogatory rule only applies to the incorporation of the company and the partners must unanimously agree to dispense with the contribution auditor. In the absence of his intervention, the partners are jointly and severally liable for the amount they have attributed to their contributions for a period of 5 years.
The intervention of a contribution auditor is optional in the case of the creation of a Société Civile Immobilière (SCI) and for a Société en Nom Collectif (SNC).
Why use XVAL to value a company contributed to a holding company?
XVAL regularly intervenes in the context of issuing the valuation report of a company to be contributed to a holding company. This report can then be transmitted to one of the firm's "partner" auditors for registration. This scheme allows you to save time in the process of contribution to a holding (valuation period of 7 to 10 days by XVAL) and to reduce costs thanks to negotiated rates:
