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M&A success fees booked at closing, earn-out fee at payment
CNCC opinion EC 2026-21: M&A advisers book the success fee at closing and the earn-out-linked extra fee when the price supplement is actually paid.
By Taxxa AI OyPublished 9 October 2026
The CNCC's Commission des études comptables has answered a new October 2026 question (EC 2026-21) on annual accounts: for an M&A advisory firm, the success fee is recognised in chiffre d'affaires when the deal closesCncc, and any additional success fee linked to an earn-out is recognised when the acquirer actually pays the price supplement to the seller
Cncc.
The firm earns three components for its acquisition and disposal advice: a fixed fee regardless of outcome, a success fee due on completion — the date the shares change hands (closing) — and an additional success fee due when a price supplement (complément de prix) agreed between acquirer and seller is subsequently paid, which may depend on uncertain future events such as hitting a forecast business plan's targets. Success fees are a percentage of the target's entreprise value under the client contract, and nothing is due if the deal does not happen. The Commission did not examine the fixed fee's trigger, inviting analysis of the contract's rights and obligations and the nature of the service.
The answer is given under the texts currently in force: under article L. 123-21 of the code de commerce and PCG articles 512-1 and 512-4, only goods delivered and services rendered at the closing date count as products of the yearCncc. The success fees therefore cannot be recognised under PCG article 512-2 until their conditioning events have occurred
Cncc and are treated as acquired (acquis) only once those events have taken place by the closing date — invoicing and collection timing being a separate matter. On the facts and contract transmitted, the trigger is the deal date as defined in the contract for the success fee
Cncc, and the date the acquirer effectively pays the supplement to the seller for the additional fee, measured within the contract's limits
Cncc. The notes to the annual accounts must describe the revenue-recognition methods used.
The Commission notes its answer is consistent with the forthcoming sales-revenue rules: règlement ANC n° 2026-03 of 6 March 2026 on comptabilisation des produits des ventes, whose article 522-6 treats upward price adjustments conditional on an event at the date the conditioning event occurs. That regulation applies to financial years opened from 1 January 2027, with early application possible to the year running at its Journal officiel publication date — so it does not yet govern the case, but confirms the reasoning.
Legal basis: code de commerce article L. 123-21; règlement ANC n° 2014-03 (Plan comptable général) articles 512-1, 512-2 and 512-4; règlement ANC n° 2026-03 of 6 March 2026, article 522-6; CNCC opinion EC 2026-21.
M&A advisory firms should recognise success fees in turnover only once the conditioning event has occurred by the year-end — the deal date for the success fee, the supplement payment date for the earn-out fee — and disclose the method in the notes.