A foreign company may use a French commercial agent to enter the French market without immediately creating a French subsidiary or employing a local sales team. That flexibility becomes expensive when the relationship ends and the parties disagree about orders, customer ownership, unpaid commission, notice or the end-of-contract indemnity. The central question is not the label placed on the agreement. It is whether the intermediary permanently negotiated, and possibly concluded, sales or service contracts in the name and for the account of the foreign principal while remaining independent.

French law protects the agent’s remuneration in several separate ways. Commission may be payable on a contract concluded while the mandate was active, on an order completed shortly after termination, or on business attributable to the agent’s prior work. A separate compensatory indemnity may also be due because the relationship and customer base have been lost. A notice payment can create a third claim. These heads of claim must be calculated separately and supported by documents.

This article addresses the practical dispute faced by a foreign principal, a French agent, or a cross-border group: how to qualify the relationship, preserve the evidence, calculate commission after termination, notify a claim within the one-year deadline, and assess the risk of a termination indemnity. The cited French legislation and case law should be checked against the facts, the contract and any applicable European rules before a formal demand or court action.

I. How can a foreign company appoint and manage a French commercial agent?

A. When does French commercial agency law apply to a cross-border sales mandate?

The starting point is the statutory definition. Article L. 134-1 of the French Commercial Code describes the agent as follows: “L’agent commercial est un mandataire qui, à titre de profession indépendante, sans être lié par un contrat de louage de services, est chargé, de façon permanente, de négocier et, éventuellement, de conclure des contrats de vente, d’achat, de location ou de prestation de services, au nom et pour le compte” of the principal. The same provision allows an individual or a legal entity and requires registration, on declaration, in the special register of commercial agents, commonly called the RSAC (Registre spécial des agents commerciaux). See Article L. 134-1 of the French Commercial Code.

The definition contains four practical tests. The intermediary must act independently, perform a lasting mandate rather than a one-off introduction, negotiate or potentially conclude transactions, and act in the principal’s name and for the principal’s account. A foreign company appointing a person in France should therefore describe the products, services, customer segment and territory with enough precision to make the commercial mission workable. It should also identify who may sign an order, who fixes prices, who bears delivery and credit risk, and who owns the customer relationship.

The French rules do not turn every salesperson, consultant or introducer into an agent commercial. A distributor normally buys and resells in its own name and bears resale risk. An apporteur d’affaires, or business introducer, generally brings the parties together but does not continuously negotiate or represent the principal. A service provider may conduct a defined project without having authority to negotiate sales. A court will examine the work actually performed, not just the heading of the agreement. This distinction is decisive because the French agent’s post-termination rights are substantially more protective than a simple referral fee.

Independence is equally important. A foreign principal can provide product information, brand guidelines, compliance instructions and commercial objectives. It should not manage the intermediary as an employee through fixed hours, continuous hierarchical orders, disciplinary control or integration into an organised internal service. In Cour de cassation, Social Chamber, 25 March 2009, no. 08-41.627, the Court upheld the absence of an employment relationship where the person managed his schedule and leave independently and was not required to remain available for directions or assigned work. The decision is a warning for both sides: the contract’s title is not a substitute for operational independence.

The same principle operates in the opposite direction. A principal cannot avoid the statutory regime by inserting “consultant”, “referral partner” or “sales services” in the first line of a contract while requiring permanent negotiation on its behalf. The greater the authority to discuss price, quantity, delivery, warranties and other commercial terms, the more important it becomes to analyse the agency status before the relationship starts. The parties should maintain evidence showing who made each commercial decision rather than relying on a retrospective description.

For a foreign company, the cross-border element adds a second layer. The agreement should state the parties’ registered offices, the country where the agent operates, the customer territory, the language of notices, the currency of commission, the tax treatment and the chosen law and forum. A choice-of-law clause is useful, but it should not be treated as an automatic waiver of mandatory protective rules. The French provisions on the written contract, loyalty, minimum notice, the end-of-contract indemnity and certain commission protections contain rules that may not be contracted away to the agent’s detriment. The European framework, including Directive 86/653/EEC on independent commercial agents, should also be reviewed when the agent or principal is established in the European Union.

The agent’s registration deserves practical attention. The RSAC is not the same as the RCS, the Registre du commerce et des sociétés, which is the French Trade and Companies Register. A company acting as an agent may have to address both registers, while an individual agent has a different formalities path. Service Public Entreprendre explains that an individual agent generally files through the business formalities portal after starting, while an agent operating through a company has an earlier filing sequence. A foreign principal should request current registration evidence, business identification, tax details and professional insurance where the sector requires it. Registration alone does not settle qualification, but an unexplained absence can make the relationship harder to defend.

The parties should also distinguish agency from employment and from a branch. A French agent does not automatically become an employee of the foreign company, and appointing an independent agent does not itself answer questions about corporate tax, value added tax, permanent establishment, payroll or regulated-sector authorisations. Those questions should be reviewed separately. The safe contract architecture records independence, the limits of authority and the fact that the principal—not the agent—concludes the customer contract unless the mandate expressly gives the agent power to sign.

Finally, the relationship is one of common interest. Article L. 134-4 provides that “Les contrats intervenus entre les agents commerciaux et leurs mandants sont conclus dans l’intérêt commun des parties.” It adds that the relationship is governed by loyalty and reciprocal information, with the agent acting as a good professional and the principal making it possible to perform the mandate. See Article L. 134-4. For a foreign principal, that means communicating product changes, pricing, order acceptance, delivery difficulties, customer credit issues and the information needed to calculate commission. For an agent, it means accurate reporting, lawful representations, timely transmission of orders and transparency about competing mandates.

B. What should a French commercial agent contract say about commission and evidence?

French law does not require the entire agency relationship to be written before activity begins, but an unwritten arrangement is an avoidable dispute. Under Article L. 134-2, each party may request a signed writing recording the content of the agency contract and its amendments. A foreign company should sign the document before the first customer meeting and use signed amendments for territory, product, exclusivity, commission rates and customer segments.

The contract should define the commercial perimeter in operational terms. “France” may mean metropolitan France, the whole French territory, overseas departments, or a list of named accounts. Products should be identified by catalogue, service line or version. Customer scope should address existing accounts, new prospects, public bodies, resellers and group companies. If the agent has an exclusive territory, the agreement should say whether the agent receives commission on all sales there, including sales generated directly by the principal or another group company. If there is no exclusivity, it should say whether the agent is paid only on transactions caused by its work.

Commission is broader than a sales percentage. Article L. 134-5 states that any remuneration varying with the number or value of transactions is a commission. If the contract is silent, the agent is entitled to a remuneration consistent with the usages of the relevant sector and, if there is no usage, a reasonable remuneration taking all transaction factors into account. See Article L. 134-5. The contract should specify the base, such as net sales excluding VAT, transport, rebates, returns and credit notes; the event that earns commission; the timing of statements; currency conversion; withholding or local taxes; and treatment of renewals, subscriptions, framework orders and sales to group companies.

The agreement should not make the agent’s right dependent on information that only the principal can access. The principal should issue a transaction-level statement showing customer, order date, invoice, net amount, credits, delivery or performance status, commission rate and payment date. The agent should preserve its own CRM exports, emails and meeting records. In a foreign group, the French agent should receive the records needed to reconcile the French customer order with an invoice issued by a parent, branch or sister company.

Article L. 134-6 protects commission on transactions made during the contract. It provides: “Pour toute opération commerciale conclue pendant la durée du contrat d’agence, l’agent commercial a droit à la commission” where the transaction resulted from the agent’s intervention or involved a customer previously obtained by the agent for similar transactions. The provision also deals with an assigned geographic sector or group of persons. Read the complete text in Article L. 134-6. An exclusive territory clause can make the accounting easier, but it does not remove the need to define the territory and the transactions covered.

The contract should regulate customer ownership without attempting to erase statutory rights. It can set a process for registering prospects, resolving duplicate introductions and approving discounts. It should state whether an order is attributed by first documented introduction, substantive negotiation, account responsibility or territorial allocation. It should address a customer that signs through a foreign affiliate and a customer that places a repeat order after a French agent has opened the account. A clear attribution protocol reduces conflict; it cannot lawfully transform an executed transaction into a non-commissionable transaction when the statutory conditions are met.

Competition and confidentiality require separate wording. Article L. 134-3 allows an agent to accept new principals without authorisation, but prevents representation of a competing business without the existing principal’s agreement. See Article L. 134-3. The contract should define “competitor” by product and market, require a written request for consent, protect confidential pricing and customer data, and avoid an indefinite ban on commercial activity. If a post-contract non-compete is needed, it must be written and limited to the entrusted geographic sector, customer group and goods or services, for no more than two years under Article L. 134-14.

Authority limits should be explicit. Unless authorised, the agent should not change the principal’s general terms, grant a rebate, accept payment, promise delivery, provide regulated advice or settle a customer claim. The contract should make clear that customer acceptance, invoicing and collection belong to the principal, while the agent’s commission is calculated from the agreed transaction data. These boundaries matter at termination because unauthorised discounts, missing reports, misrepresentations or concealed competition may be raised as serious breaches.

A foreign principal should choose a notification system that works across borders. The contract can permit email for routine commission statements but require a tracked letter or a specified electronic service for termination and a rights reservation. It should identify the start date, renewal mechanism and whether a fixed-term contract continuing after its end converts into an indefinite-term contract. It should specify a contact address that remains monitored after the agent’s mandate ends. A termination sent to an old address creates proof and timing issues that are entirely avoidable.

Jurisdiction and enforcement clauses should match the corporate reality. A French commercial court may be relevant, but the answer can depend on the agent’s establishment, the services performed, an exclusive forum clause, applicable European jurisdiction rules and the location of assets. A foreign company should identify the person authorised to receive process in France, preserve French translations where needed, and keep a copy of the signed agreement and statements in an accessible data room. The agent should obtain the same information before accepting a mandate from an entity with no French assets.

The following evidence schedule is useful from day one:

• the signed agency agreement and every amendment, including territory and rate changes;
• the agent’s registration, identity, tax and bank details, and evidence of independent organisation;
• prospect lists, CRM history, emails, meeting notes, demonstrations, quotations and customer purchase orders;
• principal approvals, order acknowledgements, invoices, delivery records, acceptance certificates, credit notes and payments;
• quarterly commission statements, objections, reconciliations and requests for missing accounting information;
• termination notices, delivery evidence, the last active date, outstanding orders and customer communications after termination;
• records of any competing mandate, discount approval, non-compete clause, confidentiality breach or alleged serious fault.

This file serves both parties. It lets a foreign principal challenge a speculative claim with transaction-level proof. It lets an agent show that a customer, order or post-termination sale was the result of work performed before the mandate ended. It also allows counsel to separate commission from the end-of-contract indemnity instead of presenting one unstructured demand.

II. How can an agent recover commissions after termination?

A. Which commissions remain due after the agency contract ends?

The first calculation concerns commission already earned or protected by the statutory “right of continuation”. It is not the same as the end-of-contract indemnity. Under Article L. 134-7, for a transaction concluded after termination, the agent has a right to commission where the transaction is mainly due to activity during the contract and was concluded within a reasonable time after termination, or where the customer’s order reached the principal or agent before termination in the conditions of Article L. 134-6. The exact wording begins: “Pour toute opération commerciale conclue après la cessation du contrat d’agence, l’agent commercial a droit à la commission”. See Article L. 134-7.

There is no universal statutory number of days defining a reasonable time. The court will examine the sales cycle, the product, the complexity of negotiations, the customer’s procurement calendar, the stage reached before termination and the evidence of the agent’s contribution. A two-week interval may be reasonable for a standard order but not decisive for a public tender or complex industrial sale. The contract may create a workable attribution process, but it should not be used to impose an artificial zero-day cut-off for business already developed by the agent.

The Supreme Court’s recent decision of 28 January 2026 is especially useful for a post-termination dispute. In Cour de cassation, Commercial Chamber, 28 January 2026, no. 24-11.095, the Court applied Articles L. 134-10 and L. 134-16 and held, in the wording returned by the official decision, that “les stipulations du contrat d’agence commerciale ne peuvent priver l’agent du droit à la commission lorsque le contrat entre le tiers et le mandant a été exécuté”. The case involved transactions completed after the agent had ended the relationship and a post-contract non-compete argument. The practical point is narrow but important: a principal should not refuse an otherwise protected commission merely by pointing to a contractual clause when the customer contract was executed.

The second limit is non-performance. Article L. 134-10 provides: “Le droit à la commission ne peut s’éteindre que s’il est établi que le contrat entre le tiers et le mandant ne sera pas exécuté et si l’inexécution n’est pas due à des circonstances imputables au mandant.” A commission already received must be repaid if the related right has expired. See Article L. 134-10. The principal must therefore distinguish a genuinely failed customer contract from a failure caused by its own refusal to deliver, unilateral cancellation, pricing decision or inability to perform.

That burden was confirmed in Cour de cassation, Commercial Chamber, 31 March 2015, nos. 14-10.346 and 14-10.654. The official analysis states: “Il incombe au mandant de rapporter la preuve de l’extinction de son obligation de payer les commissions”. A spreadsheet marked “rejected” or “cancelled” by the principal is not automatically enough. The principal should produce objective evidence: customer cancellation, insolvency, non-payment, a lawful termination of the customer contract or another fact showing that performance will not occur and was not caused by the principal.

The third limit concerns overlapping agents. Article L. 134-8 says that a new agent does not receive the commission protected for the former agent unless the circumstances make a split equitable. See Article L. 134-8. The principal should therefore keep a dated transition record: when the old agent’s order arrived, when the new agent became responsible, what work each performed, and whether a split is justified. A sudden reassignment of the customer cannot by itself erase the former agent’s documented contribution.

The fourth limit is the agent’s own performance. In Cour de cassation, Commercial Chamber, 26 June 2012, no. 11-19.719, an agent with a geographic sector claimed commissions after it had stopped carrying out the mandate. The Court accepted that commission is the consideration for performance and that no commission was due for the period after the agent stopped performing. That case does not create a general “no work, no commission” rule for every post-termination order. It shows why the file must link each claimed transaction to the agent’s contractual work and to the statutory timing test.

The calculation should be transaction-specific. For every disputed sale, create a row containing:

• the customer and contracting entity;
• the date of introduction, negotiation, quotation, order, acceptance, invoice and performance;
• the agent’s documented acts and the principal’s internal sales record;
• the contractual rate and commission base;
• VAT, rebates, returns, credit notes and currency conversion;
• the date on which commission became acquired and the date on which payment was due;
• any reason asserted for non-payment and the documents supporting it.

Article L. 134-9 governs when commission is acquired and when it must be paid. It states that “La commission est acquise dès que le mandant a exécuté l’opération ou devrait l’avoir exécutée” under the agreement with the customer, or when the customer has performed. It is payable no later than the last day of the month following the quarter in which it was acquired. See Article L. 134-9. A foreign company should align its French agent statement with its group accounting calendar rather than make the agent reconstruct the transaction from an overseas ledger.

If the principal withholds the statement, the agent should send a focused demand rather than only an estimated invoice. Identify the contractual and statutory basis, list the transactions, request the missing statements and preserve a deadline for payment. The demand should reserve the right to seek the commission, interest, damages for a separate breach and any end-of-contract indemnity. It should not merge uncertain future indemnity into earned commission. This separation makes settlement more credible and limits arguments about double recovery.

The parties should also check whether the French company, foreign parent, branch or sister company is the contracting principal. The agent’s right may depend on which entity accepted the order and whether the contract was concluded in the name and for the account of the named mandant. An intra-group sale may still be part of the agreed territory, but the evidence should show the link between the principal’s mandate and the affiliate’s execution. The contract can anticipate that issue by defining “principal” and “group transaction” and by requiring the foreign group to report sales made through affiliates.

B. What deadlines, termination indemnity and defenses apply?

The first urgent deadline is not the ordinary limitation period for every monetary claim. Article L. 134-12 states: “En cas de cessation de ses relations avec le mandant, l’agent commercial a droit à une indemnité compensatrice en réparation du préjudice subi.” It then requires the agent to notify the principal within one year from termination that the agent intends to assert the right. Read Article L. 134-12. The notice should identify the end of the relationship, state that the agent claims the compensatory indemnity, and be delivered in a way that proves receipt. A quantified figure can follow after the accounting file is complete, but silence for a year is dangerous.

In Cour de cassation, Commercial Chamber, 18 May 2005, no. 03-20.820, the Court explained that the one-year rule “n’institue pas une prescription extinctive de l’action de l’agent commercial mais une déchéance de son droit à réparation”. The distinction matters. The agent should not wait for the final commission statement, an amicable meeting or a foreign board approval before sending a timely reservation. The notice can be short, factual and expressly subject to later calculation.

The second deadline concerns notice for an indefinite-term agency contract. Article L. 134-11 provides one month during the first year, two months during the second year begun and three months during the third year begun and following years. Unless the parties agree otherwise, the notice ends with a calendar month. The parties cannot agree a shorter notice; if they agree longer periods, the principal’s notice cannot be shorter than the agent’s. See Article L. 134-11. A fixed-term contract that continues to be performed after its term is treated as indefinite, with the earlier period counted for notice.

Notice pay and the compensatory indemnity are different. Notice pay replaces commission that would have been earned during the notice period, subject to proof and contractual rules. The end-of-contract indemnity compensates the loss resulting from the cessation of the agency relationship and the economic value developed in the common interest. Unpaid historical commission is a debt for completed or protected transactions. A demand should present these three categories separately, with no attempt to use one as a substitute for the others.

The indemnity is not automatically two years of commission in every case, even though two years of gross commission is a frequent reference point in French practice. The assessment looks at the customer base, recurring business, lost future commissions, transferability of the mandate, investments made for the relationship, staff or sub-agent costs and other evidence of loss. In Cour de cassation, Commercial Chamber, 3 May 2016, no. 14-25.310, the dispute involved NICONNECTION Limited, a United Kingdom company acting under a French-law agency contract. The decision records that the loss may include “la perte de toutes les rémunérations acquises lors de l’activité développée dans l’intérêt commun des parties”, without distinguishing between customers who existed before the contract and those introduced by the agent. That cross-border fact pattern is a useful reminder that a foreign company and a foreign agent still need a French-law evidence trail when the French regime applies.

Article L. 134-13 lists the principal exclusions. The indemnity is not due where termination is caused by the agent’s serious fault, where the agent takes the initiative except for specified circumstances attributable to the principal or related to age, disability or illness, or where the agent transfers the rights and obligations to a third party with the principal’s agreement. See Article L. 134-13. The burden is fact-sensitive. A principal should identify the breach, preserve the notice letter, show why it made continuation impossible and avoid inventing a serious fault only after the relationship has ended.

Two decisions from 2026 clarify the risk. In Cour de cassation, Commercial Chamber, 3 June 2026, no. 23-20.129, the published analysis states: “L’octroi d’un délai de préavis par le mandant n’exclut pas, par principe, l’existence d’une faute grave imputable à l’agent commercial”. The fact that a principal grants some notice is therefore not conclusive. The court will examine the established breaches and the circumstances. In Cour de cassation, Commercial Chamber, 3 June 2026, no. 24-14.748, the Court accepted that an unauthorised substantial reduction of the principal’s commission in a sale could constitute a serious breach where it affected an essential obligation. A French agent should not change price or commission without documented approval.

The approach is not one-sided. In Cour de cassation, Commercial Chamber, 16 November 2022, no. 21-17.423, the Court changed its prior approach and held that “seule une faute grave commise avant la rupture du contrat et connue du mandant peut être considérée comme ayant provoqué la rupture” when the principal relies on the exclusion from indemnity. A breach discovered only after termination, and not causally connected to the decision to terminate, cannot automatically remove the indemnity. The foreign principal should investigate before sending the termination letter and distinguish a known ground from a later accounting discovery.

The agency’s trial period is not a safe shortcut. In Cour de cassation, Commercial Chamber, 23 January 2019, no. 15-14.212, the Court held, after applying the European interpretation of Article 17 of Directive 86/653/EEC, that the compensatory regimes can apply when the relationship ends during a contractual trial period. A short contract can still create an economic relationship and a claim. If the parties want an evaluation period, they should set measurable objectives, review dates, commission rules and a lawful termination process rather than assume that “trial” removes the statutory consequences.

The termination letter is therefore a litigation document. It should state whether the contract is fixed-term or indefinite, the effective date, the notice basis, the factual breaches, the evidence already known, the treatment of pending orders and the handling of confidential data. It should avoid vague accusations, unexplained immediate termination and a broad statement that all commissions are cancelled. If immediate termination is claimed for serious fault, the principal should be able to show why the breach destroyed the common commercial purpose. If the agent disputes the ground, the agent should reserve commission, notice, indemnity and damages without making admissions.

A post-contract non-compete clause is not a substitute for a commission clause. Article L. 134-14 limits its duration to two years and requires written limits by geography, customer group and products or services. Article L. 134-16 also treats as unwritten certain provisions that derogate to the agent’s detriment from mandatory rules, including protections on written terms, loyalty, notice, commission timing and the termination indemnity. See Article L. 134-16. The 28 January 2026 decision on completed transactions reinforces the need to assess commission and competition as separate questions.

For an agent or foreign principal preparing a claim, the practical sequence is:

• freeze the customer and commission data before accounts are migrated or access is removed;
• send the one-year indemnity notice immediately if termination has occurred and the right may exist;
• reconcile every order against the contract, territory, customer and agent activity;
• request the principal’s statements, invoices, credits, delivery evidence and reasons for rejected commission;
• calculate earned commission, post-termination commission, notice loss and termination indemnity in distinct schedules;
• audit the termination letter and any alleged serious fault against the documents known on the termination date;
• review the forum, applicable law, translation, service and enforcement route before issuing proceedings;
• preserve the signed documents and electronic delivery evidence in both French and the group’s working language.

This process is commercially useful even when settlement is the objective. A principal that supplies a complete statement can identify the undisputed amount and negotiate the remaining risk. An agent that sends a transaction schedule tied to emails, orders and performance evidence is more likely to obtain payment without asking a court to reconstruct the entire relationship. If the parties cannot agree, the file gives counsel a basis to seek payment of the commission and, where justified, the separate statutory indemnities.

Conclusion

A foreign company can develop French sales through an independent commercial agent, but the arrangement should be documented as a continuing mandate with defined products, customers, territory, authority, commission mechanics and evidence duties. At termination, the decisive question is not whether the contract was written in English or signed outside France. It is whether French commercial agency rules apply to the relationship and what the documents prove about each transaction.

An agent should act quickly: protect the one-year deadline for the termination indemnity, demand transaction-level statements, preserve proof of negotiations and separate earned commission from post-termination commission, notice pay and the compensatory indemnity. A foreign principal should investigate before terminating, report commissions transparently, preserve its reasons and avoid clauses that attempt to remove mandatory rights. The 2026 case law confirms both the protection of commission on executed transactions and the need for a fact-specific analysis of serious fault.

Need a quick opinion on your case

A telephone consultation within 48 hours with a lawyer from the firm can help you assess an unpaid commission, termination notice or end-of-contract indemnity.

Call +33 6 46 60 58 22 to discuss the first documents to preserve and the next procedural step.

You can also use the contact form of the firm. For a broader overview of setting up and operating a business in France, see the French company formation and business hub.