The 2026 reform of commercial leases, resulting from the law of May 26, 2026, modifies several essential mechanisms of the status of commercial leases, both for landlords and for tenants.
Key points to remember
- Right of preference : the law specifies what constitutes "premises for commercial or artisanal use" for the application of the tenant's right of preference; offices and warehouses are excluded.
- Monthly rent payments : some tenants (retail or wholesale, commercial or craft service providers) can now impose monthly payments, even for existing leases; this is a matter of public policy.
- Indexation – “tunnel” clauses : clauses which cap the variation of the index are expressly permitted if the tunnel is symmetrical (same upper and lower limits), subject to compliance with the rules of the Monetary and Financial Code.
- Guarantees : for some leases, all guarantees of any kind (deposit, surety bonds, etc.) are capped at three months' rent; the terms of return and the fate of the guarantees in the event of the sale of the building are regulated.
- Termination clause : obtaining extensions and the suspension of its effects in the event of non-payment now requires, in addition, the resumption of full payment of the current rent before the first hearing and the demonstration of the ability to clear the debt.
- The tenant's right of preference is specified
The first change concerns the right of first refusal enjoyed by the commercial tenant when the landlord plans to sell the leased premises.
Article L. 145-46-1 of the French Commercial Code stipulates that, subject to the exceptions it lists, the owner of commercial or artisanal premises who intends to sell them must first inform their tenant. This notification constitutes an offer to sell to the tenant.
The law of May 26, 2026 does not call this mechanism into question. However, it clarifies an essential question: what is meant by "premises for commercial or artisanal use" for the application of this right of first refusal?
Article L. 145-46-1, as amended by the law of May 26, 2026, now defines premises for commercial use as those intended, as a principal activity, for retail or wholesale trade or for the provision of commercial services.
Also included are the reserves and adjacent sites allocated to these activities.
On the other hand, premises used exclusively as offices and warehouses are expressly excluded from this definition.
The text also defines the craft premises as those intended primarily for the exercise of an independent professional activity of production, transformation, repair or provision of services appearing on a list established by decree in the Council of State, again including reserves and adjoining locations allocated to the activity, but excluding warehouses.
This legislative clarification is far from being purely semantic.
The classification of the premises determines the very existence of the tenant's right of first refusal and, consequently, the steps that the owner must take before transferring their property.
For transfer operations, the first question to ask therefore remains that of the scope of application of the right of preference.
The new definition applies to changes that occurred after the promulgation of the law.
- Commercial lease reform 2026: monthly rent payments become a right for certain tenants
In many commercial leases, rent is traditionally stipulated to be payable quarterly, in advance or at the end of the term.
The law of May 26, 2026 now allows certain tenants to challenge this contractually agreed periodicity.
The new article L. 145-32-1 of the Commercial Code provides that monthly payment of rent is a right when the tenant requests it.
Which stakeholders are involved?
This right is not available to all holders of a commercial lease.
It concerns premises intended for the exercise of:
- of a retail trade ;
- of a wholesale trade ;
- commercial services ;
- or the provision of services of a craft nature.
Monthly payment is therefore a right attached to certain activities and not, in general, to any lease subject to the status of commercial leases.
The legislator has also made it subject to the tenant's situation: the tenant must not have arrears in the payment of rents and charges, subject to sums that have been the subject of a prior dispute.
How do I request monthly payments?
The text does not impose any particular formalities.
In practice, however, the lessee will have every interest in making their request in writing and by a means that allows them to establish the date with certainty.
When the conditions are met, the monthly payment takes effect from the next due date stipulated in the lease.
The economic benefit of the system is obvious: for a trader who previously had to pay three months' rent in one lump sum, monthly payments make it possible to smooth out the rental burden and facilitate cash flow management.
A public policy provision applicable to current leases
The legal scope of the provision is all the more important as the new article L. 145-32-1 is referred to by article L. 145-15 of the Commercial Code.
The right to monthly payments is therefore a matter of public policy.
A clause definitively imposing quarterly payments cannot therefore prevent a request that meets the legal requirements. Similarly, an advance waiver of this right would be unenforceable against the lessee.
Most importantly, the legislator expressly provided for the application of this new right to leases that were already in effect at the time the law was enacted.
Therefore, it is not necessary to wait for the conclusion or renewal of the lease.
For landlords with a portfolio of leases and brands operating multiple establishments, this change may justify an immediate audit of the contracts concerned.
On this point, the 2026 reform of commercial leases therefore leads landlords and tenants to immediately check the payment frequency stipulated in their contracts.
- The "tunnel" indexation clauses are now expressly enshrined
The 2026 reform of commercial leases also addresses a subject that has given rise to abundant litigation in recent years: the indexation of commercial rents.
Case law has notably been called upon to rule on clauses excluding any reduction in rent in the event of a fall in the index.
These clauses, which allow indexation to play upwards but neutralize its downward effects, have given rise to significant litigation around the principle of reciprocity of indexation and the application of articles L. 145-39 of the Commercial Code and L. 112-1 of the Monetary and Financial Code.
A legal recognition of symmetric tunnel clauses
The new article L. 145-38-1 of the Commercial Code now expressly allows the parties to provide for a clause whose object or effect is to frame, in the same proportions upwards and downwards, the annual variation of the commercial rent index taken into account for the revision of the rent.
The legislator is thus enshrining what is known in practice as a "tunnel clause".
A clause could, for example, limit the annual variation taken into account to +3% or -3%.
The objective is to allow parties to protect themselves against an overly abrupt change in the index without calling into question the very principle of indexation.
Symmetry remains the essential condition
However, the reform does not neutralize the decreases in the index solely for the benefit of the landlord.
The tunnel must operate in the same proportions on the way up and down.
It is precisely this symmetry that makes it possible to distinguish the clause now expressly authorized from the clauses that have been sanctioned by case law because they only allowed indexation to work in one direction.
It should also be noted that the new text expressly targets the commercial rent index (ILC).
It would therefore be excessive to deduce from the reform that all tunnel clauses, regardless of the index chosen and the mechanism used, now benefit from general legislative validation.
The wording of the clause remains crucial and its relationship with the other provisions of the Commercial Code and the Monetary and Financial Code must continue to be verified, in particular with regard to the consistency between the periodicity of indexation and the period of variation of the index.
The reform therefore provides new security, but it does not eliminate the potential for litigation related to indexation.
- The guarantees required from the tenant are now capped for certain leases
The law then addresses another essential topic during the negotiation of a commercial lease: the guarantees required from the tenant.
Before the reform: no general cap on the security deposit
Before the law of May 26, 2026, the parties retained significant freedom in setting the amount of the security deposit.
Article L. 145-40 of the Commercial Code provided, however, a special mechanism when rents paid in advance, including as a guarantee, exceeded more than two rent installments: the excess sums then produced interest for the benefit of the tenant.
The system was therefore based less on a real ceiling than on the financial consequences attached to exceeding certain amounts.
Since the reform: a real ceiling for certain premises
For leases relating to premises covered by the new article L. 145-32-1, the logic changes.
The sums paid as a guarantee can no longer exceed the amount of rent due for a quarter.
The measure therefore concerns, as with monthly payments, premises intended for retail or wholesale trade or for the provision of services of a commercial or artisanal nature.
But the legislator went further in order to prevent a cap on the security deposit alone from being circumvented.
The same limit applies to the value:
- property;
- titles;
- commitments;
- and "guarantees of any kind"
requested in order to ensure the proper execution of the lease.
These sums do not accrue interest for the benefit of the lessee.
How far does the concept of "guarantees of any kind" extend?
This is probably one of the main practical questions left open by the reform.
The wording chosen by the legislator is intentionally very broad.
It suggests no longer examining the security deposit in isolation, but rather the entire security system imposed on the tenant when the lease is concluded.
The exact scope of this formulation will nevertheless need to be clarified.
Depending on their nature, purpose, beneficiary or the status of the person granting them, certain securities could give rise to difficulties of interpretation.
It therefore seems premature to draw up a definitive list of the securities necessarily included in the ceiling.
This is a subject on which practice and, probably, case law will provide clarification.
Not all leases are affected
This distinction is fundamental.
The new ceiling only applies to premises covered by Article L. 145-32-1.
For other commercial leases, the previous regime of article L. 145-40 remains applicable.
The date of the lease must also be taken into account: the new cap applies to leases concluded or renewed from the date of promulgation of the law.
The guarantees attached to a previous lease not yet renewed do not therefore automatically become irregular simply because of the entry into force of the reform.
The 2026 reform of commercial leases thus significantly alters the balance of guarantees that may be required from the tenant for the premises concerned.
- The return of the security deposit is now subject to a maximum time limit
The reform also takes place at the time of the return of the premises.
Until then, the status of commercial leases did not establish a general legal period comparable to that existing for residential leases to return to the tenant the sums paid as a guarantee.
The law now stipulates that these must be returned within a reasonable period not exceeding three months from the handing over of the keys.
The 2026 reform of commercial leases therefore introduces, on this point, a real temporal framework for the return of guarantees.
The handover of the keys becomes a legally decisive date
Since the starting point of the deadline is now fixed by law, the date of handover of the keys takes on particular importance.
The text stipulates that this delivery takes place either in person or by registered letter with acknowledgment of receipt to the landlord or his agent.
Formalizing the return of the premises therefore becomes an essential element in securing the end of the lease.
The landlord can still make deductions
The new deadline obviously does not oblige the landlord to return the entire deposit when he remains a creditor of the tenant.
In particular, sums remaining due by the lessee and those for which the lessor may be held liable in place of the lessee may be deducted.
But the law requires that these sums be duly justified.
The landlord must therefore be able to document the deductions he intends to make.
The text does not, however, provide for a specific mechanism for automatically increasing the security deposit in the event of late return.
This does not, of course, deprive the lessee of ordinary legal remedies to obtain the sums owed to him and, where applicable, compensation for the damage resulting from the delay.
A special entry into force
This provision must be distinguished from the capping of guarantees.
The new restitution rule applies to leases that were in effect when the law was promulgated, where the handover of keys occurs at the end of the three-month period following this promulgation, i.e. from August 26, 2026.
This difference in transitional arrangements constitutes one of the important points of vigilance in the reform.
- In the event of the sale of the property, the obligation to return the security deposit now follows the lease
The law also addresses a classic difficulty in the transfer of a leased property.
When a building changes ownership during the lease, the question of who is responsible for returning the security deposit can become a source of difficulty, especially when the financial relationship between seller and buyer has not properly taken this sum into account.
The new article L. 145-40 now provides that in the event of a transfer, whether for free or for consideration, of the leased premises, the obligation to return to the tenant the sums paid as a guarantee is transferred to the new landlord.
For the policyholder, the system is particularly protective.
At the end of the lease, he no longer has to search for which of the successive owners had physically collected his deposit: his debtor is the new landlord.
The 2026 reform of commercial leases thus strengthens the protection of the tenant while imposing increased vigilance during real estate transfer operations.
A direct consequence on the sale of buildings
The rule consequently requires increased vigilance when selling a building that includes commercial premises.
The audit should identify:
- the existence and amount of security deposits;
- their holder;
- any amounts that may be withheld;
- and the obligations that will be transferred to the purchaser.
The sales agreement must then organize the financial relationship between the seller and the buyer.
The law governs the relationship between the tenant and their new landlord. It therefore does not exempt the seller and the buyer from organizing the corresponding economic transfer between themselves.
This provision applies to changes occurring after the expiry of a period of three months after the promulgation of the law, i.e. from August 26, 2026.
- Other guarantees may become invalid upon transfer
The reform goes beyond simply transferring the obligation to return the deposit.
For the other guarantees covered by the new system, the change of premises automatically renders them null and void.
The transferor must return to the transferee the documents relating to these guarantees and carry out the necessary releases within a maximum period of six months.
This provision could have significant consequences for real estate investment operations.
A buyer can no longer assume that all the guarantees that the seller benefited from will necessarily continue to secure the execution of the lease after the transfer of the building.
Therefore, a specific analysis must be included in the lease audit:
- of the nature of existing guarantees;
- of their legal regime;
- of their fate during the transfer;
- and, where possible and necessary, guarantees that can be put in place for the benefit of the new owner.
This question may be all the more important as the quality of the guarantees attached to the lease sometimes contributes to the assessment of the security of rental income and therefore, indirectly, to the valuation of the real estate asset.
Here again, the very broad wording adopted by the legislator calls for a case-by-case analysis of the guarantees concerned.
- Termination clause: obtaining extensions and the suspension of its effects becomes more demanding
The simplification law does not only change the financial conditions of the lease.
Article 63 also addresses an essential mechanism in commercial lease disputes: the termination clause.
Article L. 145-41 of the Commercial Code allows the judge, when granting extensions to the lessee under the conditions provided for in Article 1343-5 of the Civil Code, to suspend the execution and effects of the termination clause.
The clause does not apply if the tenant releases himself under the conditions set by the judge.
Two new legal conditions
The law of May 26, 2026 now completes this system.
When the termination clause is invoked for non-payment of rent, the granting of payment extensions and the suspension of the clause's effects are now subject to conditions:
- to the tenant's ability to pay their rental debt; and
- upon resumption of full payment of the current rent before the date of the first hearing.
This change is particularly important in practice.
Until now, a tenant summoned to establish the acquisition of the termination clause could request extensions and ask the judge to suspend the effects of the clause on the basis of Article L. 145-41.
The law now adds legal conditions to the exercise of this right.
A change that alters the litigation strategy
For the tenant faced with a notice invoking the termination clause, the reaction must therefore be faster.
Waiting for the hearing to propose a timetable may no longer be sufficient.
The tenant who wishes to obtain the suspension of the clause must be able to demonstrate his ability to clear the debt and, above all, have resumed full payment of the current rent before the first hearing.
The distinction between accumulated rental debt and current rent thus becomes central.
For the landlord, these new conditions symmetrically constitute additional elements to examine when he intends to oppose the request for suspension presented by his tenant.
This reform could have a significant impact on litigation, particularly in cases where the lessee accumulates unpaid installments during the procedure while requesting extensions.
The new system applies to requests for the suspension of the effects of the termination clause introduced since the entry into force of the law.
- Commercial lease reform 2026: reviewing leases but also practices
Taken individually, the various changes brought about by the law of May 26, 2026 may seem technical.
However, reading them together reveals a more significant evolution.
The legislator now intervenes at almost every stage of the lease's life cycle:
- before or during the sale of the premises, specifying the scope of the tenant's right of first refusal;
- at the conclusion or renewal of the lease, by capping certain guarantees;
- during the execution of the contract, by allowing certain tenants to impose monthly rent payments and by securing certain indexation clauses;
- in the event of non-payment, by tightening the conditions allowing for extensions and the suspension of the termination clause;
- upon return of the premises, by setting a maximum period for the return of the security deposit;
- and during the sale of the building, by organizing the transfer or disappearance of certain guarantees.
The difficulty, however, lies in the fact that these rules do not have the same scope of application or the same transitional regime.
Therefore, we must avoid reasoning globally by assuming that the "reform of commercial leases" would apply uniformly to all contracts from May 26, 2026.
For each lease, several questions must now be asked:
- What activity is carried out on the premises?
- When was the lease concluded or renewed?
- What guarantees were given and by whom?
- Has a change of ownership of the building taken place or is it being considered?
- On what date are or will the keys be returned?
- Has a termination clause been implemented and, if so, when was the request for suspension introduced?
The answers to these different questions will determine which provisions are actually applicable.
Conclusion: Paradoxically, " simplification " requires increased vigilance regarding contracts.
The 2026 reform of commercial leases does not bring about a general overhaul of the status of commercial leases, but it modifies enough essential mechanisms to justify a review of contractual practices.
However, it modifies enough essential mechanisms to justify a review of contractual practices.
For tenants, it opens up new rights, particularly regarding monthly payment plans, and limits the level of guarantees that can be required for certain activities. Conversely, it imposes stricter discipline in the event of non-payment when the tenant seeks a court order to suspend a termination clause.
For landlords, it requires reviewing certain lease models, guarantee arrangements and procedures followed when the tenant leaves.
For sellers and buyers of commercial buildings, it further reinforces the importance of lease audits: rights of first refusal, security deposits, guarantees and the consequences of their possible lapse must now be examined before the transaction is completed.
The reform thus calls less for a simple update of the models than for a comprehensive review of the practices of negotiation, drafting, execution and litigation of commercial leases.
For both landlords and tenants, the first reflex should therefore be to check not only what the lease provides, but also whether these stipulations remain appropriate — and enforceable — in light of the new legal framework.
