You live in London, New York, Dubai or Singapore. Your French company rents an office, a shop or a workshop in Paris. One morning your property manager forwards a bailiff’s writ: your landlord gives you notice to quit and refuses to renew the lease. You have six months left, maybe less, and every week of delay narrows your options. This article explains, for a foreign founder or foreign group running a French company from abroad, how the French commercial lease works, when your company holds a right to renewal, how the eviction indemnity is calculated, when the landlord can lawfully pay nothing, and how you challenge a refusal, a rent increase or an indemnity offer from abroad, including before the Paris court.
French law gives the tenant of commercial premises a protective status that surprises many foreign investors. The standard commercial lease, nicknamed the 3/6/9 lease, lasts at least nine years. The tenant can leave every three years. The landlord, as a rule, cannot. At expiry the tenant who has operated its business continuously can claim renewal, and a landlord who refuses renewal must in principle pay an eviction indemnity covering the loss of the business location. The procedure is strict: six months’ notice, formal service, a two-year deadline to go to court. A foreign shareholder or director who misses one step can lose the lease, the indemnity or both. The official reference points are the service-public.fr page on renewal or tacit extension of the commercial lease, the service-public.fr page on refusal of renewal by the landlord and the service-public.fr page on assessment of the eviction indemnity. Where your company vehicle itself is still under discussion, read first our guide on how to choose between a SAS, a SARL, a branch or a subsidiary in France from abroad, because the tenant named on the lease determines who holds the renewal right.
I. Does Your Foreign Company Hold a Renewal Right Over Its French Shop or Office?
A. How Does the French 3/6/9 Commercial Lease Work When You Live Abroad?
The 3/6/9 lease is the ordinary French commercial lease governed by articles L.145-1 and following of the Commercial Code. It applies to premises where a commercial, industrial or craft business is operated, provided the tenant is registered, in principle, with the trade and companies register or the trades directory, and operates a genuine business in the premises. For a foreign founder this raises a first practical point: the tenant must be the French company itself, duly registered and identified by its SIREN number, and not the foreign parent or a director in a personal capacity. The Kbis extract, which is the official identity card of the French company issued by the commercial court registry (the greffe), proves that registration. A lease signed in the name of the foreign parent, or before the French company is registered, creates avoidable disputes about who benefits from the protective statute.
The name 3/6/9 describes the duration mechanism. Article L.145-4 of the Commercial Code provides that the term of the lease cannot be less than nine years, while the tenant has the right to terminate at the end of each three-year period on at least six months’ notice. The landlord does not enjoy a mirror right: during the nine years the landlord cannot take the premises back at will. Shorter arrangements exist, such as the derogatory lease of at most three years, but once the tenant stays longer the protective statute generally takes over, so a foreign company that signs a short precarious occupation agreement and remains in place without advice can discover that it has entered the full statute with its renewal right and its eviction indemnity. Every amendment, renewal or side letter should therefore state clearly which regime applies and which company is the tenant.
The renewal right itself belongs to the owner of the business operated in the premises. Article L.145-8 of the Commercial Code states that the right to renewal can only be invoked by the owner of the business operated in the premises, and that the business must, unless there are legitimate reasons, have been effectively operated during the three years preceding expiry. For a group managed from abroad this condition has teeth. A French subsidiary kept dormant, used only as a postal address, or whose operations were transferred to another site without keeping genuine activity in the leased premises, may fail the three-year effective operation test. Seasonal closures, renovation works or a temporary administrative shutdown can constitute legitimate reasons, but a pure holding pattern directed from the foreign head office generally does not. Keep proof of continuous operation from the start: invoices issued from the address, employment records, delivery slips, client correspondence, photographs of the fitted premises and tax filings mentioning the establishment. When the landlord later alleges that the premises were vacant or sublet without authorisation, these contemporaneous documents decide the case.
Remote management adds a second layer of formalities. French commercial leases and their notices are formal acts. A notice to quit must be served by a bailiff, now called a commissaire de justice, and a renewal request must be served by bailiff’s writ or sent by registered letter with acknowledgment of receipt. An email from a director abroad, a message from a property manager or an oral promise at a meeting does not replace these forms. Give your French counsel or your property manager a written standing instruction: forward every bailiff’s writ the day it arrives, diary every six-month and two-year deadline, and never sign a rent receipt bearing the words without renewal rights without legal review. Companies run from abroad lose more renewal disputes through missed post than through weak legal arguments.
The rent mechanics also deserve attention before any dispute arises. During the lease the rent can be revised every three years under article L.145-38 of the Commercial Code, which allows a revision claim only three years after the tenant took possession or after the start of the renewed lease, with effect from the date of the claim. At renewal the new rent is in principle set at the rental value, the valeur locative, under article L.145-33 of the Commercial Code, assessed by reference to the characteristics of the premises, their permitted use, the parties’ respective obligations, local commercial factors and prices commonly charged nearby. A foreign tenant that has heavily fitted out the premises, taken on repair obligations or accepted a destination clause restricting the authorised activity should keep the invoices and the lease schedules, because each of these factors moves the rental value up or down at renewal. The Cour de cassation recalls the framework in plain terms: “Il résulte des articles L. 145-33 à L. 145-36 du code de commerce qu’à défaut d’accord des parties sur le montant du loyer du bail renouvelé, celui-ci est fixé judiciairement à la valeur locative.” (Cass. 3e civ., 30 May 2024, No. 22-16.447, official decision). In the same line of cases the Court recalls that “les conventions légalement formées tiennent lieu de loi à ceux qui les ont faites.” (same decision). Clauses on variable rent and guaranteed minimum rent therefore bind the parties, but they do not remove the judge from the renewal process.
B. How Do You Request Renewal or Answer a Notice to Quit Within the Six-Month and Two-Year Time Limits?
Two clocks govern every renewal situation, and both run regardless of where the directors live. The first clock is the six-month clock. Article L.145-9 of the Commercial Code provides: “Par dérogation aux articles 1736 et 1737 du code civil, les baux de locaux soumis au présent chapitre ne cessent que par l’effet d’un congé donné six mois à l’avance ou d’une demande de renouvellement.” If neither party serves notice or requests renewal, a written lease continues by tacit extension beyond its contractual end date, and during that extension notice must be given at least six months ahead for the last day of a calendar quarter. In practice this means a lease that expired silently last year is still alive, but either party can end or renew it with six months’ notice for a quarter-end. A foreign director who assumes that an expired lease simply continues on identical terms indefinitely misunderstands the position: the lease continues, but the landlord can serve a refusal with six months’ notice at any quarter-end, and the tenant can request renewal at any time during the extension.
The tenant’s renewal request follows article L.145-10 of the Commercial Code: absent notice to quit, the tenant who wants renewal must apply within the six months before expiry or at any time during the tacit extension, by bailiff’s writ or registered letter with acknowledgment of receipt. Send the request early, by bailiff wherever possible, and keep the proof of service. A request sent by ordinary email, or addressed to the wrong entity after the building was sold, invites a dispute about receipt. Where the landlord is a company, service on the manager is valid unless the landlord has notified otherwise, but the safest course remains service on the registered office shown on the latest Kbis of the landlord company, with a copy to the property manager. From abroad, instruct counsel to handle service and to calendar the landlord’s three-month response window: silence for three months counts as acceptance of renewal.
The landlord’s notice to quit with refusal of renewal must itself respect strict content requirements. Article L.145-9 of the Commercial Code requires that notice be given by bailiff’s writ, state the reasons for which it is given, and warn the tenant that a tenant who wishes to contest the notice or to claim an eviction indemnity must apply to the court before the expiry of a two-year period running from the date for which notice was given. The Cour de cassation restates the rule without ambiguity: “le congé donné par le bailleur doit, à peine de nullité, préciser les motifs pour lesquels il est donné et indiquer que le locataire qui entend, soit le contester, soit demander le paiement d’une indemnité d’éviction doit saisir le tribunal avant l’expiration d’un délai de deux ans à compter de la date pour laquelle le congé a été donné.” (Cass. 3e civ., 4 June 2026, No. 24-21.573, official decision). A writ that omits the reasons or omits the two-year warning is void. For the tenant this creates an immediate triage task upon receipt: check the server, the date for which notice is given, the stated reasons and the presence of the warning. A void writ can be challenged, but the challenge itself must be brought within the two-year period, so a defective writ is not a reason to do nothing.
The second clock is therefore the two-year clock. All actions under the commercial lease statute are subject to a two-year limitation: contesting the notice, claiming the indemnity, disputing the reasons. The same 4 June 2026 decision recalls the pairing of texts: “Vu les articles L. 145-9 et L. 145-60 du code de commerce” and notes that “Aux termes du second, toutes les actions exercées en vertu du présent chapitre se prescrivent par deux ans.” (Cass. 3e civ., 4 June 2026, No. 24-21.573, official decision). Two years sounds generous until the writ arrives at a Paris address while the directors are abroad, the property manager files it without reading the warning, and the file resurfaces eighteen months later. Diary the deadline the day the writ arrives, calculated from the date for which notice was given, not from the date of receipt. Interruption rules exist: objections raised in first-instance proceedings about the serious and legitimate reasons stated in the notice can interrupt the limitation period, a point the Cour de cassation policed in the same decision when it quashed an appeal ruling that had declared the indemnity claim time-barred without examining whether objections raised by the original tenant had interrupted the period. Do not rely on this safety net by design; file early and file completely.
A final timing trap concerns the tacit extension. When the lease continues tacitly, notice must be given for the last day of a calendar quarter with at least six months’ lead time. A notice given on 20 May for 30 June is late and ineffective for that quarter; it takes effect for the following quarter-end. Conversely, a tenant renewal request made during tacit extension takes effect from the first day of the civil quarter following the request. These quarter-day mechanics explain why two letters crossing in the post can produce opposite outcomes. From abroad, never answer a bailiff’s writ with a quick email concession. Acknowledge receipt, instruct counsel the same week, and let counsel choose between contesting the writ, requesting renewal, negotiating an agreed renewal with a new rent, or accepting departure against a properly calculated indemnity.
II. Your Landlord Refuses to Renew: What Eviction Indemnity and What Challenge From Abroad?
A. How Is the Eviction Indemnity Calculated and When Can the Landlord Lawfully Pay Nothing?
The starting rule favours the tenant. Article L.145-14 of the Commercial Code provides: “Le bailleur peut refuser le renouvellement du bail.” The landlord who refuses must then pay the evicted tenant “une indemnité dite d’éviction égale au préjudice causé par le défaut de renouvellement.” The indemnity covers in particular the market value of the business, assessed according to professional practice, plus normal removal and reinstallation costs and transfer duties for a business of the same value, unless the landlord proves that the loss is less. For a foreign-owned company this valuation exercise is concrete and document-heavy. The market value of the fonds de commerce, the French concept covering the going business with its clientele, lease right, trade name, equipment and stock, is assessed by reference to turnover, gross margin, location, transferability of the activity and comparable transactions in the same sector. A Paris restaurant, a retail boutique or a medical device showroom with fitted premises commands a different multiple from a back-office with no walk-in clientele. The service-public.fr page on assessment of the eviction indemnity summarises the heads of loss the judge examines, but the figures come from your accounts, not from a scale.
Prepare the calculation file as soon as refusal looks likely, even before the writ arrives. Useful evidence includes three years of audited accounts or tax returns of the French company, monthly turnover broken down by site where the company operates several establishments, the lease and its amendments, invoices for fit-out works with dates and payment proofs, the inventory of equipment that cannot be moved, three removal quotations, estate agent opinions on the cost of equivalent premises in the same commercial area, and proof of transfer duties and agency fees. Where the business cannot realistically be moved, for example a licensed activity tied to the address or a location-dependent retail frontage, the indemnity equals the full market value of the business. Where reinstallation is possible, it equals the cost of removal, refitting and loss of use during the move, plus any difference in rental value. The landlord bears the burden of proving that the loss is smaller than the market value of the business. A tenant that produces no accounts, no turnover breakdown and no quotations invites the court-appointed expert to work from the landlord’s figures alone.
The statute then carves out cases where the landlord can refuse renewal and pay nothing. Article L.145-17 of the Commercial Code allows refusal without indemnity where the landlord shows a serious and legitimate reason against the outgoing tenant, where the building must be demolished for reconstruction or where the premises are unfit for commercial occupation. The serious and legitimate reason is the provision foreign tenants meet most often: persistent breach of an obligation, such as unpaid rent, unauthorised subletting, change of authorised activity, or unjustified cessation of operation. The article adds a procedural lock: for breach of an obligation or for cessation of operation without serious and legitimate reason, the breach can only be relied upon if it continued or recurred more than one month after the landlord served formal notice to stop it, and that formal notice must reproduce the statutory warning on pain of nullity. A landlord who serves a refusal citing unpaid rent without having first served a compliant formal notice, or who relies on a single late payment cured immediately, does not meet the test. Review the payment history, the destination clause and any subletting or domiciliation arrangements before conceding that the landlord owes nothing.
Two further exceptions matter for groups. The landlord who wishes to demolish and rebuild, or who takes back residential premises for personal occupation under specific conditions, follows a separate procedure with an offer of temporary relocation or a right of first refusal on the rebuilt premises. The landlord of premises declared unhealthy or dangerous follows administrative procedures outside the standard indemnity debate. None of these exceptions operates by simple letter: each requires formal steps, deadlines and proof. The practical lesson for a company run from abroad is symmetrical. If you are the tenant, demand the legal basis of the refusal in writing and check each condition. If your group also acts as landlord of French premises through a property company, do not serve a bare refusal and assume the matter is closed; an unmotivated refusal triggers the full indemnity.
Variable-rent leases deserve a separate warning because many foreign retail and restaurant groups use turnover-based rent. The Cour de cassation examined a lease providing annual rent equal to 7 percent of turnover with a guaranteed minimum to be set at rental value at each renewal, with the parties voluntarily submitting the fixing procedure to the former decree provisions and to the commercial rent judge. The Court decided the case by reference to the parties’ agreement together with the statute: “Vu l’article 1134 du code civil, dans sa rédaction antérieure à celle issue de l’ordonnance du 10 février 2016, ensemble l’article L. 145-33 du code de commerce” (Cass. 3e civ., 29 Nov. 2018, No. 17-27.798, official decision). The lesson is that turnover clauses and minimum guarantees survive renewal in the form the parties agreed, while the guaranteed minimum itself is assessed against rental value at the renewal date. A foreign tenant that signed a turnover clause without a cap, or a landlord that accepted a guaranteed minimum far below rental value, feels the effect at the first renewal. Renegotiate these clauses at renewal time rather than litigating them afterwards.
B. How Do You Challenge the Refusal, the New Rent or the Indemnity From Abroad, Including Before the Paris Court?
The forum depends on the claim. Disputes about the fixing of the renewed or revised rent go to the rent judge, the juge des loyers commerciaux, who is the president of the judicial court or a delegated judge. The Cour de cassation recalls the division of labour: “Selon l’article R. 145-23 du code de commerce, les contestations relatives à la fixation du prix du bail révisé ou renouvelé sont portées, quel que soit le montant du loyer, devant le président du tribunal judiciaire ou le juge qui le remplace. Les autres contestations sont portées devant le tribunal judiciaire qui peut, accessoirement, se prononcer sur ces demandes.” (Cass. 3e civ., 30 May 2024, No. 22-16.447, official decision). Other disputes, validity of the notice, existence of a serious and legitimate reason, amount of the eviction indemnity, go to the judicial court itself. In Paris this means the Paris judicial court, where commercial lease cases follow a specialised track with a preliminary memorandum procedure and frequent recourse to court-appointed experts for rental value and indemnity assessments. A challenge brought before the wrong judge loses months, so the writ must target the correct formation from the start.
The procedure typically unfolds in three stages. First, counsel sends a detailed response to the landlord contesting the reasons or accepting departure subject to indemnity, and files a protective court application well before the two-year deadline. Second, the judge orders an expert assessment where figures are disputed: the expert inspects the premises, reviews the accounts, compares neighbouring rents and delivers a report on rental value or on the indemnity. Third, the court fixes the rent or the indemnity and allocates costs. Expert proceedings last twelve to twenty-four months in Paris for contested retail cases. Budget accordingly: court fees, expert deposit advances, counsel fees, translation of foreign parent documents, and, where the tenant remains in the premises during the case, an occupation indemnity usually equal to the former rent plus charges. Remaining in the premises after the lease ends without paying exposes the tenant to an expulsion claim that weakens the negotiating position on the indemnity itself.
Paris and Ile-de-France add practical specifics that belong in every foreign founder’s file. Jurisdiction lies with the Paris judicial court for premises situated in Paris, and the court’s rent judges apply Paris-specific commerciality factors: arrondissement foot traffic, proximity to transport hubs, street category, tourist zones and Olympic-legacy developments that have moved rental values in certain districts. Practical delays run longer than in smaller cities: allow several weeks for bailiff service to be processed, several months for an expert appointment, and diary the Paris commercial calendar, which slows in August. Documents to prepare from abroad include the French company’s Kbis of less than three months, the lease with all amendments, the rent payment history with bank statements, the three-year turnover records per establishment, the fit-out invoices, the insurance certificates, the correspondence with the landlord and the property manager, and, where the tenant is a subsidiary, the board resolution authorising the French representative to litigate. Foreign-language parent guarantees or intra-group service agreements used to prove the activity in the premises should be translated by a sworn translator before the expert meeting, not after.
Distance itself is manageable if the representation chain is set correctly. French courts do not require the foreign shareholder or the non-resident director to attend every hearing; representation by a Paris avocat admitted to the bar is the norm, and procedural acts are served on counsel once appointed. What the court does require is a reachable contact with authority to decide: accept a rent, accept an indemnity, order an expert deposit, agree to a timetable. Powers of attorney should be signed before the dispute peaks, with an apostille where the foreign parent must authorise the French subsidiary’s claim. Evidence located abroad, such as group accounts proving the profitability of the French site or emails showing that the landlord knew of and accepted the activity, should be collected early because cross-border gathering takes time. Interim relief exists where the landlord attempts self-help: cutting utilities, changing locks or removing signage while the lease dispute is pending can be referred to the urgent-applications judge for restoration and penalties. Document any such step with a bailiff’s report within days.
Negotiation runs in parallel with litigation and often produces the better outcome. Landlords frequently prefer an agreed renewal with a stepped rent to a full eviction indemnity trial, and tenants frequently prefer a secured nine-year renewal with capped fit-out amortisation to a forced move. A negotiation mandate given to counsel should state the walk-away figures: the maximum renewal rent the French company’s margins support, the minimum indemnity below which departure is refused, and the latest departure date compatible with the new site. Any agreement should be recorded in a new lease or a formal amendment stating the duration, the rent with its indexation clause, the destination of the premises, the allocation of works and the waiver of pending claims. An exchange of emails agreeing in principle, without a signed amendment, does not end the two-year clock: keep the court application alive until the signature.
Conclusion
A landlord’s refusal to renew a French commercial lease is not the end of the matter; it is the start of a framed procedure in which the tenant holding a genuine business, operated continuously for three years, commands either renewal or money. The foreign company that keeps its registration in order, operates the premises genuinely, answers every bailiff’s writ within weeks and files within the two-year period negotiates from strength. The company that discovers the writ months later, in a drawer of an unmonitored Paris address, negotiates from weakness. Check the lease, the three-year activity file, the six-month notice and the two-year deadline today: these four items decide most cases before the expert is even appointed. Then price the two paths, a renewed nine-year lease at rental value or a fully evidenced eviction indemnity, and pursue the chosen path with counsel before the competent Paris judge. Run from abroad with discipline, the French 3/6/9 lease protects the business you built in its premises.