1. What the report is for — and when it is drawn up
The contribution auditor's report is the document that materialises the assessment of the value of contributions in kind made to a company. It arises at an incorporation with a building contribution, as well as at a capital increase paid up by a contribution in kind. The contribution auditor is appointed by the unanimous agreement of the future partners from among persons qualified to act as statutory auditors; failing agreement, they are appointed by order of the president of the court ruling in summary proceedings.
Its purpose is protective: to prevent contributed assets from being valued beyond their real value, which would artificially inflate the share capital. This is why the report is established under the contribution auditor's liability and annexed to the company's articles. The framework falls under law 17-95 on public limited companies and law 5-96 (SARL, SNC), as amended by law 19-20; the precise appointment and formal requirements are to be confirmed with your adviser according to your company form.
2. Do not confuse contribution auditor and statutory auditor
The confusion is common, and it has concrete consequences for how the transaction is organised. The two assignments are distinct:
- The contribution auditor values contributions in kind at incorporation or a capital increase. Their assignment is one-off, attached to the transaction; their report is annexed to the articles and established under their liability. They ensure non-overvaluation.
- The statutory auditor conducts the audit of the annual accounts, certifies their regularity and fair presentation and holds a permanent assignment. This is mandatory in an SA, and in a SARL where turnover excluding tax exceeds 50 M MAD (art. 80 of law 5-96).
Keeping the distinction avoids two common errors: believing that an existing statutory auditor covers the valuation of a contribution, or conversely thinking that the contribution auditor will then audit the accounts. These are two interventions, two reports, two liability regimes.
3. What the report actually contains for a building
For a real-estate contribution, the contribution auditor's report sets out, for each asset contributed, a description and a valuation. In practice, the following elements are found:
- Description of the contribution: identification of the building, substance, location, land references (land title, real rights), intended use — in short, what is contributed and what characterises it.
- Valuation method adopted: the method used to reach the value, and the reasons for that choice given the nature of the asset (comparison, income capitalisation, replacement cost as the case may be).
- Assessment of the value: the contribution value proposed for each asset, with the auditor's opinion on that value.
- Conclusion on non-overvaluation: the endpoint of the assignment — the assurance that the value adopted does not exceed the real value.
The report is then annexed to the articles, which gives it lasting significance: it becomes a reference item in the corporate file, consultable by the partners and qualified third parties. The exact form and detail fall under the applicable regulations — to be settled with your adviser. To understand what a real estate valuation itself must contain, see our article on the content and scope of an appraisal report.
4. « Under their liability »: what that really entails
The phrase is not a stylistic ornament. Saying the report is established under the contribution auditor's liability means that it is theywho answer for the value adopted, and not the contributor who would have simply declared it. That is the whole point of the mechanism for the co-partners: a value assessed by a professional third party, rather than set on the contributor's say-so.
But this liability has a direct consequence on method: the contribution auditor cannot settle for a declarative value. Yet they are not a real estate valuer — they do not survey the building, do not observe its condition, do not reconstruct the comparables. They therefore need a documented, independent basis on which to found their assessment. That is exactly the role played by an independent valuation of the contribution in kind: it provides them with the evidential material they adopt, under their liability, in their report.
5. Overvaluation: the risk the report must rule out
If the contribution auditor's assignment had to be summed up in one word, it would be non-overvaluation. It is the risk the whole mechanism seeks to neutralise, because its effects spread throughout corporate life:
- Inflated share capital: an excessive value creates capital that corresponds to no real wealth contributed to the company.
- Harmed co-partners: the contributor receives more shares than the real value of their asset justifies, to the detriment of the others and of governance balance.
- Transaction exposed to challenge: an insufficiently substantiated value is easier to call into question, internally and with respect to the authorities.
- Weakened tax basis: an excessive original value weakens the later computation of the capital gain if the company sells.
The safeguard is simple to state, demanding to produce: a market value neither inflated nor understated, established by an independent third party, traceable and reproducible. That is precisely what an appraisal compliant with the RICS Red Book bases of value provides. We deliberately do not go into the detail of quantified penalties: their regime falls under the texts in force and must be confirmed with your legal adviser.
6. Complementarity: the RICS expert provides the value, the auditor adopts it
The correct reading of how the roles fit together holds in one sentence: the real estate expert produces the technical value, the contribution auditor adopts it under their liability. The two roles do not compete — they nest together.
- The RICS-certified expert observes the condition of the property on site, verifies the surfaces, documents the comparables, justifies the method and concludes on a reasoned market value, in a report compliant with the Red Book.
- The contribution auditor relies on this piece to assess the contribution value, rule out overvaluation and write their report annexed to the articles — under their liability.
The benefit is shared: the contribution auditor has a defensible basis rather than a declarative value to challenge alone; the accountant integrates a documented contribution value into the contribution deed and the entries; the auditors have a clear audit trail at year-end — see our article on how an auditor reads a RICS report. Note: a private appraisal informs decision and negotiation between the parties; in contentious matters, it is the judge who appoints the expert.
7. The right timing: securing the value before the report
The contribution auditor forms their opinion on the documents in front of them. The optimal order of operations is therefore to commission the independent valuation upstream, before the report is written and the meeting held, so that the value is available at the right moment. The timeline is comfortable: the appraisal report is delivered within 5 to 8 days (48-72 h express), with a firm quote within 24 h — comfortably within the pace of a contribution transaction, whose legal chain (contribution deed, meeting, registration, entry on the land title) spans several weeks.
Our RICS-certified experts produce reports compliant with the Red Book, from 3,500 MAD excl. tax, anywhere in Morocco. For the complete chain of a contribution transaction — legal steps, tax regimes and the place of valuation — see our guide on the contribution of a building to a company.
8. FAQ
What must the contribution auditor's report contain for a building?
For each asset contributed, the report presents its description (substance, location, land references), sets out the valuation method adopted, assesses the contribution value and concludes on non-overvaluation. It is annexed to the articles and established under the contribution auditor's liability. The precise formal requirements fall under law 17-95 (SA) and law 5-96 (SARL/SNC), as amended by law 19-20 — to be confirmed with your adviser.
Who appoints the contribution auditor?
They are appointed by the unanimous agreement of the future partners, from among persons qualified to act as statutory auditors. Failing unanimous agreement, they are appointed by order of the president of the court ruling in summary proceedings. The exact framework falls under the applicable regulations according to the company form adopted.
Does the contribution auditor carry out the building's valuation themselves?
No. They assess the value under their liability, but do not conduct the real estate valuation: they do not observe the condition of the property, do not verify the surfaces, do not reconstruct the comparables. In practice, they rely on an independent appraisal report compliant with RICS Red Book, which they adopt as the traceable basis of their assessment.
Why is overvaluation at the heart of their assignment?
Because the contribution auditor must ensure the contributions are not overvalued. An excessive value inflates the share capital, harms the co-partners and exposes the transaction to challenge. The best protection is a market value documented by an independent third party, neither inflated nor understated. The regime of any penalties falls under the texts in force, to be confirmed with your adviser.
How much does the appraisal supporting the report cost, and how long does it take?
The appraisal report is delivered within 5 to 8 days (48-72 h express), with a firm quote within 24 h. Price from 3,500 MAD excl. tax depending on the nature and complexity of the property. This timeframe fits without difficulty into the timeline of a contribution transaction, whose legal chain spans several weeks.
A contribution auditor's report to secure?
RICS-certified experts — the building's technical value, compliant with the Red Book, which the contribution auditor adopts under their liability. Report within 5 to 8 days (48-72 h express), from 3,500 MAD excl. tax, anywhere in Morocco.
Note: This article is methodological in scope and is not legal advice. The role of the contribution auditor, their appointment and the form of their report fall under law 17-95 (SA) and law 5-96 (SARL/SNC), as amended by law 19-20, and the applicable regulations: any precise point (form, penalties, conditions) must be confirmed with your legal adviser. The independent valuation does not replace the contribution auditor's role: it provides them with a documented basis they adopt under their liability. For the RICS-compliant report, see our real estate appraisal page or the real estate blog.