You run your company from London, New York, Dubai or Singapore, and France is your next market. Rather than opening a French subsidiary, hiring a local employee or signing a commercial lease, you appoint a French sales agent who will prospect customers, negotiate deals and build your order book on French soil. It looks light, fast and cheap. Then the relationship sours: sales stall, the agent goes silent or starts working for a competitor, and you terminate the contract from abroad with a short email. Weeks later, a French lawyer’s letter arrives claiming a termination indemnity equal to two years of commissions, plus back commissions, plus damages for brutal breach. This scenario is one of the most expensive traps foreign companies face in France, because the French agent commercial enjoys a protective statute of European origin that most common-law businesses have never heard of. Ending the contract without following the French rules can cost far more than keeping it alive, while ending it properly, with the right notice, the right letter and the right evidence, keeps the payout at its legal minimum or eliminates it altogether. This guide explains, for a foreign principal managing everything from abroad, how to choose the right type of sales contract, what a valid termination looks like, how courts calculate the indemnity, and how to fight an excessive claim before the French courts. If you are setting up your first French operations, read also our complete guide to setting up a company in France as a foreign founder, which covers the bank account, the Kbis company certificate, VAT and the first hire.

I. Can a Foreign Company Sell in France Through a Sales Agent Without a Subsidiary or an Employee?

Yes. A foreign company with no French office, no French subsidiary and no French payroll can lawfully sell in France through a self-employed French sales agent. This is often the fastest market-entry route: no company formation at the greffe (the clerk’s office of the commercial court), no registration with the French company register (the registre du commerce et des sociétés, known as the RCS), no Kbis extract to obtain, no French social security registration with URSSAF (the body that collects social contributions). But the lightness is deceptive. French law gives the sales agent a mandatory protective regime that applies regardless of what the contract says, and it applies even when the principal sits thousands of kilometres away. Understanding who your intermediary really is under French law is the first step, because calling someone an agent, a distributor or a consultant in the contract does not decide their true status: the way they actually work does.

A. Agent commercial, employee or distributor: which intermediary can a foreign principal safely use?

French law recognises three very different sales intermediaries, and confusing them is the costliest mistake a foreign company can make. The agent commercial is defined by statute as “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 de producteurs, d’industriels, de commerçants ou d’autres agents commerciaux.” Three features matter for a foreign principal. First, the agent is independent: there is no employment relationship, no subordination, no working-time control and no paid leave. Second, the mission is permanent: prospecting, negotiating and sometimes signing contracts in your name and on your behalf. Third, the agent may be an individual or a company. Because the agent acts in your name, the customers belong to a shared clientele built together, and that shared clientele is exactly what the termination indemnity compensates.

The salaried salesperson looks cheaper to control but is far heavier to manage from abroad. If you give binding instructions, fix working hours, approve holidays and pay a fixed monthly salary, French courts will reclassify the relationship as an employment contract whatever the title on the document. Reclassification means French labour law in full: pay slips, URSSAF contributions, paid leave, dismissal procedure with notice and severance, and the risk of a claim before the conseil de prud’hommes (the French employment tribunal). For a company with no French establishment, that path also raises the question of whether you need to register an entity or at least a payroll presence in France. Unless you genuinely want a French employee, do not behave like an employer: no exclusivity imposed as subordination, no disciplinary power, no integration into your internal organisation.

The distributor or reseller sits at the opposite end. A distributor buys your products and resells them in its own name, on its own account and at its own risk. There is no mandate, no shared clientele in the legal sense, and therefore no statutory termination indemnity of the agent type. But distribution carries its own French traps, notably the rules on brutal termination of established commercial relationships and the prohibition on significant imbalance, which apply even between professionals. A distributor who has invested in stock, staff and marketing for your brand over several years cannot simply be cut off overnight either. Between the light-looking agent and the heavy-looking employee, many foreign companies hesitate. The honest answer is that the agent is genuinely flexible at entry, with no company to create and no payroll to run, but rigid at exit, because the law prices the agent’s contribution to your French clientele. If your priority is testing the French market for twelve to twenty-four months with modest volumes, the agent remains a sensible choice, provided you draft the contract for the exit on day one. If you plan a large permanent sales force under your daily authority, forming a French company and hiring properly is usually cleaner, and our founder guide walks through that route step by step.

One practical check protects you before anything else: verify that your agent is properly registered. French law requires that “Les agents commerciaux se font immatriculer, avant de commencer l’exercice de leurs activités, sur un registre spécial tenu au greffe du tribunal de commerce dans le ressort duquel ils sont domiciliés.” This special register, the registre spécial des agents commerciaux (RSAC), is kept by the greffe of the commercial court where the agent lives. Ask for the RSAC number before the first prospecting visit and check it. An unregistered intermediary who works permanently in your name may be reclassified as an employee, while a properly registered agent confirms the independent status both sides want. Registration is the agent’s duty, but the foreign principal who never checks it discovers the problem years later, in front of a judge, when it is too late to fix.

B. Written contract, commission and evidence: how to frame the relationship when you live abroad?

French law does not require the agency contract to be in writing, which surprises many foreign businesses used to “no written contract, no obligations”. In practice, proceeding without a written document is reckless. Without writing, every essential term becomes a dispute: the territory, the customer portfolio, the commission rate, the payment dates, the duration, the notice and the post-contract non-compete. A foreign principal who cannot fly to Paris for every hearing will then litigate with emails and contradictory memories against an agent who kept every message. Put the contract in writing, in English with a French version or in French with a certified English translation, and state expressly that French law governs the agency relationship. Even if you choose another governing law, the French courts treat the core of the agent’s statute as overriding mandatory provisions when the agent works on French territory, so drafting around France usually fails. Accept French law and master it instead.

The statute itself sets the tone of the relationship: “Les contrats intervenus entre les agents commerciaux et leurs mandants sont conclus dans l’intérêt commun des parties. Les rapports entre l’agent commercial et le mandant sont régis par une obligation de loyauté et un devoir réciproque d’information.” This duty of loyalty and mutual information runs both ways and has sharp practical teeth. You must give the agent the price lists, catalogues, samples, delivery times and technical documents needed to sell, and you must warn the agent when you anticipate that the volume of transactions will be significantly lower than what the agent could normally expect. Conversely, the agent must pass on market information, customer complaints and early signs that an order may fail. From abroad, organise this flow in writing: a shared reporting template every month, written validation of quotes above a threshold, and written notice of any delivery problem. These documents later become your evidence that you behaved as a loyal principal, or your proof that the agent hid essential information from you.

Commission drafting deserves the same care, because most commission disputes turn on three clauses. First, the triggering event: commission is earned when the principal has performed, or should have performed, its part of the transaction, and many contracts add that the order must have been accepted and paid. Define precisely whether the agent earns commission on order, on delivery or on customer payment, and what happens to commission on cancelled or unpaid orders. Second, the portfolio: list the departments, regions or named accounts entrusted to the agent, and state whether the agent earns commission on direct sales you make yourself inside that territory. Silence on this point is the classic source of claims for “indirect” commissions on house accounts. Third, the post-termination tail: orders placed before termination but performed afterwards, and orders placed shortly after termination that mainly result from the agent’s earlier work, can still generate commission. Cap and time-limit this tail in the contract. A foreign principal should also fix an audit mechanism: quarterly commission statements sent with the underlying invoices, a thirty-day window for the agent to dispute them in writing, and thereafter a contractual presumption of acceptance. French judges love clear statements and punish principals who paid commissions informally, in round figures, without breakdowns.

Distance changes evidence, so build the file as you go. Keep the signed contract with its annexes, every commission statement with proof of payment by bank transfer, the monthly activity reports, the correspondence about targets and customer complaints, and the termination letter with its proof of receipt. Store everything in one place, in a form you can produce in court from abroad through your French lawyer. Two documents deserve special attention. The RSAC registration extract proves the agent’s independent status on day one. And a detailed termination letter, drafted with counsel before sending, frames the entire future dispute: it states the notice given, the precise facts relied upon, and the sums offered or withheld. Foreign principals often terminate by a two-line email “for convenience” and try to explain the real reasons months later before the court. French law then treats the late explanations with deep suspicion, as the 2022 reversal of the Court of Cassation on subsequently discovered misconduct shows. The letter you send from abroad is the case you will plead in Paris: write it once, write it right.

II. How Do You Terminate a French Sales Agent From Abroad and How Much Will the Indemnity Really Cost?

This is the question foreign principals ask too late, usually after receiving a claim for two years of average commissions. French law answers it in three layers: a mandatory notice period that depends on the length of the relationship, a near-automatic termination indemnity that compensates the loss of the shared clientele, and three narrow exceptions where no indemnity is owed. Each layer has its own traps for a principal acting from abroad, and each layer has been refined by recent decisions of the Court of Cassation, including a June 2026 ruling on serious misconduct and a 2022 reversal on misconduct discovered after termination. The amounts at stake routinely reach six figures for an agent with several years of service, so the termination letter is a strategic document, not an administrative formality.

A. Notice periods, lawful termination and serious misconduct: how do courts judge your breakup letter?

Start with the contract type. A fixed-term agency contract that both sides keep performing after its end date is automatically treated as an open-ended contract, so a “one-year trial contract” tacitly renewed for a second year no longer expires by itself: it must be terminated with notice like any open-ended agreement. For open-ended contracts, each side may terminate subject to notice, and the statute fixes minimum periods that grow with seniority: “La durée du préavis est d’un mois pour la première année du contrat, de deux mois pour la deuxième année commencée, de trois mois pour la troisième année commencée et les années suivantes.” The parties may agree on longer notice, but they may not agree on shorter notice, and if they agree on longer periods, the period imposed on the principal must not be shorter than the one imposed on the agent. Unless otherwise agreed, notice expiring at the end of a calendar month is the default. For a foreign principal, the arithmetic is simple and unforgiving: an agent with four years of service is owed at least three months of notice, and terminating “with immediate effect” without cause means paying the commissions the agent would have earned during those three months on top of everything else.

Notice is only half the letter. The other half is the reason, because the reason decides whether the termination indemnity is owed. The statute grants the agent, upon ceasing relations with the principal, “En cas de cessation de ses relations avec le mandant, l’agent commercial a droit à une indemnité compensatrice en réparation du préjudice subi.” This right exists whatever the cause of termination: expiry of a fixed term, termination by the principal with notice, termination by the agent when justified by the principal’s conduct, age or illness, or even the agent’s death, in which case the heirs inherit the claim. The Court of Cassation measures this loss precisely: “la cessation du contrat d’agence commerciale donne droit à réparation du préjudice résultant, pour l’agent commercial, de la perte pour l’avenir des revenus tirés de l’exploitation de la clientèle commune.” Those words come from a ruling of the Commercial Chamber of 29 January 2025 (no. 23-21.527), which adds that later events occurring after termination must not be taken into account to reduce the assessment. In plain terms: the indemnity pays for the future income the agent loses from the shared clientele, assessed on the day the contract ends, and the principal cannot argue afterwards that the clientele faded or that the agent found other work.

Only three situations remove the indemnity, and the law lists them exhaustively: “La réparation prévue à l’article L. 134-12 n’est pas due dans les cas suivants : 1° La cessation du contrat est provoquée par la faute grave de l’agent commercial”, followed by termination on the agent’s own initiative without justification attributable to the principal, and assignment of the contract to a third party by agreement. Serious misconduct (faute grave) is therefore the only fault-based escape, and courts interpret it strictly. The most recent word comes from a ruling of 3 June 2026 (no. 24-14.748), where the Court of Cassation recalled that “seule la faute grave, laquelle porte atteinte à la finalité commune du mandat d’intérêt commun et rend impossible le maintien du lien contractuel, exclut le bénéfice d’une indemnité compensatrice” Misconduct must strike at the common purpose of the mandate of common interest and make continuing the relationship impossible: secret work for a direct competitor, falsified orders, misappropriated customer payments or systematic denigration of the principal qualify, while mediocre sales figures or a single missed report do not. The June 2026 decision adds a practical lesson for foreign principals: the court approved judges who refused to treat a delay of nearly three months between the misconduct and the termination letter as forgiveness, because the principal had expressed disagreement with the agent’s attitude throughout. React in writing as soon as you learn the facts, keep protesting, and do not let months of silence look like tolerance.

The 2022 reversal makes the termination letter even more decisive. For years, principals could dig up old misconduct after the breakup and use it to cancel the indemnity. That era is over. In a ruling of 16 November 2022 (no. 21-17.423), the Commercial Chamber reversed its own case law to follow the Court of Justice of the European Union on Articles 17 and 18 of Directive 86/653 on self-employed commercial agents, and held that “l’agent commercial qui a commis un manquement grave, antérieurement à la rupture du contrat, dont il n’a pas été fait état dans la lettre de résiliation et a été découvert postérieurement à celle-ci par le mandant, de sorte qu’il n’a pas provoqué la rupture, ne peut être privé de son droit à indemnité”. Serious misconduct committed before termination, but not mentioned in the termination letter and discovered only afterwards, so that it did not cause the breakup, can no longer deprive the agent of the indemnity. For a foreign principal, the message is blunt: investigate before you terminate, state every ground precisely in the termination letter, and never assume you can complete the file later. A vague letter invoking “loss of confidence” without facts invites the judge to treat the termination as ordinary and award the full indemnity.

B. Two years of commissions, the one-year deadline and the non-compete: how to calculate, limit and contest the bill?

When no exception applies, how much does the foreign principal actually owe? The statute gives no fixed amount, and that silence fuels the myth of an automatic two years of commissions. In practice, French courts very often award around two years of average gross commissions as a starting point, then adjust up or down according to the reality of the loss: the length of the relationship, the share of the agent’s activity devoted to the principal, the growth of the clientele, the agent’s age and ability to rebuild equivalent income. An agent who worked five years almost exclusively for you and doubled your French turnover will recover more than an agent who spent six months on a side portfolio. Because the assessment is frozen at the termination date, as the January 2025 ruling confirms, neither the later decline of your French sales nor the agent’s rapid re-employment reduces the award. Conversely, an agent who contributed little to a clientele you already owned can be compensated well below the two-year benchmark. Foreign principals should therefore arrive at negotiations with a quantified file: yearly commissions paid, growth curves of the French turnover with and without the agent, evidence of house accounts the agent never prospected, and proof of any income the agent kept from other principals. The “two years” figure is a negotiation anchor, not a legal tariff, and judges expect both sides to justify their numbers.

Two deadlines frame the dispute, and missing either is fatal. The first binds the agent: “L’agent commercial perd le droit à réparation s’il n’a pas notifié au mandant, dans un délai d’un an à compter de la cessation du contrat, qu’il entend faire valoir ses droits.” An agent who claims the indemnity more than one year after the contract ended loses the right entirely. If you receive a claim thirteen or eighteen months after termination, your lawyer’s first check is the calendar, not the merits. The second deadline binds the principal in the opposite direction: commission claims and indemnity actions are subject to limitation periods, and a principal who waits years to recover overpaid commissions or to react to a summons may find the doors of the court closed. Diarise every date from the termination letter onwards and have French counsel acknowledge receipt of any claim immediately, even to dispute it.

The post-contract non-compete clause is the other half of the financial equation. The contract may restrict the agent from competing after termination, but only within strict limits: “La clause de non-concurrence n’est valable que pour une période maximale de deux ans après la cessation d’un contrat.” The clause must also be in writing and limited to the geographical area, the group of customers and the type of goods or services entrusted to the agent. An unlimited worldwide ban or a three-year prohibition is void, and a void clause cannot be invoked against an agent who joins a competitor the following month. Worse, an overbroad clause signals to the judge that the principal drafts aggressively, which colours the whole dispute. Keep the non-compete narrow, written and capped at two years, and consider pairing it with financial compensation, which strengthens its enforceability and its credibility before the court. From abroad, monitor compliance through public sources: the agent’s new RSAC entries, trade fair exhibitor lists, LinkedIn announcements and customer feedback. Screenshots with dates, bailiff reports (constats de commissaire de justice, formerly huissier) and customer attestations are the evidence French judges accept.

When the agent’s claim arrives, a foreign principal fights back on five fronts. First, status: was the intermediary truly an agent, or actually a distributor buying and reselling, or an occasional introducer without a permanent mandate? No permanent mandate in your name means no agency statute and no indemnity. Second, the cause: can you prove serious misconduct stated in the termination letter, with dated evidence, that destroyed the common purpose of the mandate? Third, the one-year notification deadline: did the agent formally claim within twelve months of termination? Fourth, the amount: challenge the commission base by removing house accounts, unpaid orders and other principals’ income, and demonstrate the limited contribution to the clientele. Fifth, set-off and counterclaims: unpaid advances on commission, unreturned samples or stock, customer refunds caused by the agent’s errors, and breach of the non-compete clause. French procedure is fully accessible from abroad: your lawyer represents you, hearings before the commercial court (tribunal de commerce) or the judicial court (tribunal judiciaire) rarely require your physical presence, evidence is exchanged in writing, and limitation and enforcement run through counsel. The European dimension helps rather than hinders: the agency statute comes from Directive 86/653/EEC on self-employed commercial agents, so the concepts of indemnity and serious misconduct are familiar to lawyers across the Union, and a French judgment can be enforced in other Member States.

Conclusion

Selling in France through a sales agent without creating a company is a legitimate and often clever entry strategy for a foreign business, but it is a contract with a priced exit. The agent’s independence must be real and registered with the RSAC, the commission mechanics must be written with precision, and the relationship must be documented month after month so that it can be managed and defended from abroad. Termination follows a strict choreography: the correct notice for the seniority, a detailed letter stating every ground, and an indemnity assessed on the clientele as it stands on the last day. Serious misconduct can eliminate the indemnity, but only when it is grave, proven, stated in the termination letter and actually the cause of the breakup, as the Court of Cassation confirmed in June 2026 after its 2022 reversal on after-discovered faults. If a claim lands on your desk in London, New York or Singapore, check the agent’s status, the one-year deadline, the calculation base and your counterclaims before paying anything: many headline demands of two years of commissions settle for far less once each of those points is tested. And when the French market outgrows the agency model, forming your own company puts you back in control of hiring, contracts and clientele.

Need a quick opinion on your case

Terminating a French sales agent, contesting a two-year commission claim, or drafting an agency contract from abroad? Get a telephone consultation within 48 hours with a lawyer of the firm. Call 06 46 60 58 22 or write via our contact page with your agency contract, commission statements and termination letter attached.

Sources: decisions of the Commercial Chamber of the Court of Cassation of 29 January 2025, 16 November 2022 and 3 June 2026, and articles L. 134-1 to L. 134-14 and R. 134-6 of the Commercial Code, as linked inline above.