Commercial lease: the clauses that truly protect your firm

What is a commercial lease and who is affected?

A civil activity, carried out in a dedicated space

Commercial leases primarily target liberal professions. These may be regulated, such as chartered accountants, doctors, veterinarians, architects, or lawyers. They may also be unregulated, such as trainers, consultants, or management advisors.

The criterion is negative. The activity carried out on the premises is neither commercial, nor artisanal, nor industrial, nor agricultural. The premises must also be used exclusively for professional purposes: no one lives there.

The law does not provide a more precise definition. Legal doctrine and case law apply this regime to professional activities that are neither commercial nor agricultural.

A single person or an organization

The tenant can be a self-employed professional. It can also be a company, an association, or a mutual insurance company.

According to the Court of Cassation, Article 57 A refers to offices rented for the tenant's business activity, whether profitable or not. This is the meaning of a judgment dated October 20, 2016 (Cass. 3e civ., n° 15-20.285).

What matters, therefore, is the activity actually carried out on the premises. The title of the contract or the form of the structure is not, in itself, sufficient to change the applicable regulations.

When the lease becomes mixed

If the tenant also lives in the premises, it is no longer a commercial lease. It is a mixed-use lease, subject primarily to the rules governing residential leases under the law of July 6, 1989.

The rules then change significantly. The minimum lease term is 3 years when the landlord is an individual, and 6 years when it is a legal entity. The rent can be revised annually based on the rent reference index. Subletting is generally prohibited.

Professional lease or commercial lease, which to choose?

The differences that really matter

The two contracts look similar on paper. However, they do not protect the same interests. The table below summarizes the factors that influence a decision.

Adopting the status of commercial leases by contract

A self-employed professional does not operate a business. Therefore, in principle, they do not benefit from commercial lease status. However, the Commercial Code allows the parties to choose this status for premises used exclusively for professional purposes (Article L145-2, I, 7°).

This choice must be clear. The Court of Cassation requires an unambiguous intent. In 2016, the title "commercial lease" and a reference to the Commercial Code were not sufficient to override Article 57 A. The tenant was able to terminate the lease with the required six-month notice period.

If you want commercial status, the contract must state this explicitly, explaining that the parties are excluding the professional lease regime.

How do we decide between the two?

For the tenant, commercial status makes sense in three cases. They are investing heavily in the premises. The location is important to their clientele. Or they plan to sell their business while retaining the right to occupy the premises. The long-term lease and the right to renew then become an asset.

A commercial lease remains the right choice when the project is still uncertain, when the team can grow quickly, or when the premises are only a temporary measure. The freedom to leave with six months' notice is worth more than stability.

For the landlord, the calculation is reversed. The commercial lease allows them to recover their property at the end of the term without compensation. In return, they accept that their tenant can leave at any time.

There is a limit. Let's assume a genuine commercial activity is carried out on the premises with the landlord's consent by a registered tenant. The commercial lease statute may then apply, regardless of the contract's title.

The action for reclassification is subject to the 2-year limitation period of Article L145-60 of the Commercial Code.

The mandatory rules of commercial leases

A contract must be in writing

Article 57 A requires a written agreement. The parties may draft it themselves, or entrust it to a lawyer or notary. A lease exceeding 12 years must be drawn up by a notary, as it is subject to land registration.

Six years minimum, then tacit renewal

The lease is concluded for a minimum term of 6 years. The parties may agree to a longer term, but never a shorter one.

Upon expiry, if no one has given notice, the lease is automatically renewed for the same duration. A 6-year lease that has not been terminated therefore starts for another 6 years, under the same conditions.

What the contract cannot take away from the tenant

The rules of Article 57 A are mandatory. A clause that would prohibit the tenant from leaving before the end of the lease, or that would extend their notice period, does not have the intended effect. The tenant retains the right to vacate the premises at any time, with six months' notice.

Otherwise, contractual freedom is considerable. Rent, charges, maintenance, guarantees, intended use of the premises: everything is negotiable. This is also what makes the drafting of the agreement crucial.

The entry and exit inventory

Article 57 B of the same law mandates an inventory of fixtures upon entry and exit. It is drawn up jointly by the parties, or by a court-appointed inspector. In the latter case, the costs are shared equally.

Without an entry inventory, the tenant is presumed to have received the premises in good condition with regard to tenant repairs. Upon departure, they must therefore return it in this condition, even if the premises were damaged upon their arrival.

The attached diagnostic reports

The landlord attaches the energy performance certificate and the risk assessment to the contract. For a mixed-use lease, they must also check for the presence of asbestos.

Rent, utilities and security deposit negotiable

Rent negotiable, rent review to be expected

The rent is freely determined. There is no legal cap, nor any automatic rent increase. If the contract does not specify otherwise, the rent remains the same for the entire duration of the lease.

For a liberal profession, the natural index is the index of rents for tertiary activities, published quarterly by INSEE. It was created by article 63 of the law of May 17, 2011 for tertiary activities other than commercial and craft activities.

A technical precaution is necessary. Article L112-1 of the French Monetary and Financial Code governs indexation clauses. Such clauses are deemed null and void if the index variation period exceeds the interval between two revisions. A poorly drafted clause can therefore be rendered ineffective.

Charges, taxes and works

No specific law allocates expenses in a commercial lease. Everything depends on the contract. In practice, major repairs as defined in Article 606 of the Civil Code often remain the landlord's responsibility, while routine maintenance falls to the tenant.

In the absence of a specific clause, the landlord bears the costs associated with the property, such as property tax and building insurance. They must also deliver the premises in good repair (Article 1720 of the Civil Code).

This obligation does not disappear simply because the tenant was aware of the condition of the premises. The Court of Cassation overturned a ruling that had dismissed tenants' claims because they were aware of the dilapidated state of the premises (Cass. 3rd Civ., December 4, 2025, No. 23-23.357).

Security deposit and other guarantees

A security deposit is not mandatory. If the contract stipulates one, its amount is negotiable. It is returned upon departure, less any amounts owed.

The law simplifying economic life of May 26, 2026 (no. 2026-403) capped the security deposit. It also introduced the right to monthly rent payments. These measures modify the status of commercial leases under the Commercial Code. They do not affect Article 57 A.

Our article on the 2026 reform of commercial leases details what has changed for commercial premises.

Clauses to read before signing

• The purpose of the premises: it must cover all your activity, including its foreseeable developments.
• The indexation clause: the chosen index and the reference period.
• The list of charges, taxes and work to be borne by the tenant.
• The assignment and subletting clause, with its conditions of approval.
• The termination clause and its time limits.
• The fate of improvements made by the tenant at the end of the lease.

How to terminate a commercial lease?

The tenant's notice, at any time

The tenant can leave the premises whenever they wish, without waiting for a specific date. They simply need to give six months' notice. They do not have to justify their decision.

During the notice period, rent and charges remain due. Therefore, leaving early without notice does not release the tenant from the obligation to pay six months' rent.

The landlord's notice to vacate, only at the expiry date

The landlord, however, is bound until the end of the lease. He can only terminate the lease on the expiry date, respecting a 6-month notice period.

He has neither a reason to provide nor compensation to pay. This is the major difference with a commercial lease, where refusal to renew generally entitles the tenant to eviction compensation.

A notice of termination from the landlord issued less than 6 months before the expiry date does not terminate the lease on that date.

The form of the dismissal and the calculation of the notice period

Article 57 A provides for two forms: registered letter with acknowledgment of receipt, or a writ of execution by a bailiff. An email or a simple letter is not sufficient.

The crucial point is the date that triggers the notice period. With registered mail, an unclaimed or late delivery can delay the deadline and cause you to miss a payment due date. Our article on notice periods and the sending or receiving date explains this pitfall in detail.

When the deadline is approaching, we recommend a bailiff's deed. It costs more than a registered letter, but it establishes a legally binding date and closes the debate.

Termination for cause and the termination clause

Article 57 A makes no mention of termination for breach of contract. The contract and general law apply. Most leases include a termination clause in the event of non-payment or failure to respect the intended use of the premises.

Article L145-41 of the French Commercial Code, which protects commercial tenants, does not apply here. The only exception is if the parties have adopted commercial status. However, the judge may grant payment extensions based on Article 1343-5 of the French Civil Code.

The tenant also has legal recourse. Delivering the premises and ensuring peaceful enjoyment of them are ongoing obligations of the landlord. They are due throughout the duration of the lease (Cass. 3e civ., July 10, 2025, No. 23-20.491).

Selling, subletting or transferring your premises

The lease may be assigned freely unless otherwise stipulated

The civil code establishes a simple principle: the tenant may assign their lease, unless the contract prohibits it (article 1717). However, many commercial leases restrict this right.

The clause may require the landlord's prior consent regarding the identity and solvency of the successor. It may mandate a notarized document or notification by a bailiff. If the contract is silent on this matter, a registered letter with acknowledgment of receipt is sufficient to inform the landlord.

Selling your practice along with the premises

This is where the crucial point lies for a self-employed professional. A buyer acquires a client base, but needs the premises to retain it. If the lease prohibits the transfer, or subjects it to the landlord's discretionary approval, the sale becomes precarious.

A commercial lease does not grant any right to renewal. The value of the premises for the new tenant therefore depends on the remaining term of the lease. A lease expiring in a year carries little weight in negotiations.

One clause is often overlooked: the joint and several guarantee of the seller. This can obligate the professional who sold the business to pay the rent owed by their defaulting successor, sometimes for several years. It is negotiated at the time of signing, not at the time of resale.

The same reflex applies when a partner leaves an accounting firm.

Subletting

Subletting is permitted unless prohibited by the lease. The tenant must inform the landlord in writing. The subtenant has no direct relationship with the landlord: the primary tenant remains responsible for the rent, maintenance, and compliance with the lease agreement.

This is a common solution for sharing an office between colleagues. It warrants a written agreement between the tenant and subtenant, which should at least reiterate the terms of the main lease.

Death of the tenant and sale of the building

The lease is not terminated by the death of the tenant or the landlord (Article 1742 of the Civil Code). It continues with the heirs, who may then give notice under the conditions of Article 57 A.

The sale of the building does not terminate the lease. The buyer cannot evict a tenant whose lease has a fixed date (Article 1743 of the Civil Code). An exception exists if the lease grants the buyer this right. In principle, the buyer takes over the existing contract.

Unpaid rent and a struggling business

For landlords, it's crucial to act without letting the debt spiral out of control

When faced with an unpaid rent, the first step is to send a formal notice. Next comes the termination clause, if the lease contains one. Disputes fall under the jurisdiction of the civil court.

Regarding the debt itself, several options exist depending on the amount and any potential disputes. Our page dedicated to debt collection and payment orders outlines the options and their timeframes.

From the tenant's perspective, the collective procedure changes the rules

A self-employed professional or a professional corporation may be subject to safeguard, receivership, or liquidation proceedings. The lease then falls under the commercial code: current contracts and leases of buildings used for business activities (articles L622-13, L622-14, and L641-12).

These rules apply to the building used for the business activity, not just the commercial lease. The landlord can no longer have the lease terminated for unpaid rent before the commencement of insolvency proceedings (Article L622-21). The administrator or liquidator decides whether to continue the lease.

These cases are handled at the firm by the insolvency department, co-led by Fanny Hurreau, a partnerwho also practices lease law. Our page on leases in insolvency proceedings details the timeframes for both landlords and tenants.

For a tenant who anticipates non-payment, the best time to act is before the first late payment. A safeguard procedure can freeze legal action and allow time for renegotiation.

Common mistakes and good habits

Three costly mistakes

1. Signing a template entitled "commercial lease" believing you are obtaining the protection of the status, without a clause that clearly adopts it.
2. Missing the notice period, and finding oneself committed, or deprived of one's premises, for six more years.
3. Investing in the fitting out of a premises without having read the transfer clause, then discovering upon resale that the lease does not follow.

Three things to do before signing

1. Write down the due date and the end date of leave in a diary six months in advance.
2. Negotiate the transfer clause, the approval of the successor, and the duration of the transferor's guarantee as soon as the contract is signed.
3. Draw up a precise and jointly agreed-upon inventory of the premises upon entry, supported by dated photos.

When the rule does not apply

All of the above assumes premises used exclusively for professional purposes, for a non-commercial activity. Other rules apply if you live on the premises, if your activity is commercial or artisanal, or if you have adopted commercial status.

Our expertise in real estate law and commercial leases covers these situations.

Signing knowing his exit

Flexibility is being prepared for the signing

A commercial lease gives the tenant a rare freedom: the ability to leave at any time with six months' notice. It gives the landlord the certainty of recovering their property at the end of the lease, without penalty. These advantages are only valid if the contract is properly drafted.

Before discussing the rent, read the transfer clause, the end date, and the allocation of work. These will determine the value of your property when you decide to transfer or vacate it.