You live in London, New York, Dubai or Singapore and you want a ready-made business in Paris: a bakery with its morning queue, a restaurant with its terrace licence, a hair salon with its booked chairs. Instead of incorporating a company and hunting for empty premises, you buy the fonds de commerce, the French going concern made of the clientele, the lease, the trade name, the equipment and the stock, from a seller who hands you the keys. The price looks agreed, the seller presses for a quick private deed and a wire transfer, and the Paris landlord suddenly appears in the conversation asking for approval, guarantees and arrears. This guide explains, for a foreign buyer operating through a French company from abroad, what you actually acquire when you buy a French business, why the landlord sits at the table, how the price is shielded from the seller’s creditors, and what registration duties and guarantees the deal carries. Every French acronym is explained, every decisive rule is tied to its official text, and every step is described so it can be handled without flying to France.
If you are hesitating between buying an existing business and creating a company from scratch, read first our pillar guide for foreign founders, How a Foreign Founder Chooses Between a SAS, a SARL and a Branch in France, and our guide to proving a registered office from abroad, No French Address? How Foreign Founders Domicile a Company in France. Buying the business comes after choosing the vehicle that will own it.
I. What do you actually buy when you buy a French business, and why does the landlord sit at the table?
A. The fonds de commerce, the isolated leasehold right and the town hall’s priority: what changes hands
The fonds de commerce is not the company and not the walls. It is the bundle of assets assigned to running a commercial activity: above all the clientèle, the clientele whose existence is the legal essence of the business, plus the droit au bail, the leasehold right to stay in the premises, the enseigne and nom commercial, the shop sign and trade name, trademarks, patents, licences, and the furniture, equipment and tools used to operate. The official business portal defines it exactly this way and adds the decisive warning: without clientele there is no fonds de commerce, as explained on service-public.fr, Assignment of the commercial lease.
Assemble the due-diligence file before the price is even discussed: the last three balance sheets, the bilan, filed with the greffe, the full lease with all amendments and the last three rent receipts, the entry inventory and the latest annual charges statement, the diagnostics file, the food-hygiene or safety-commission reports for regulated premises, the list of employees with contracts, seniority and pending disputes, and the debt statement from the registry. A seller who delays any of these documents is pricing your risk, not his business, and each missing piece becomes a price reduction or a guarantee clause, the garantie de passif, under which the seller covers hidden liabilities discovered after closing.
A foreign buyer who pays for a “business” consisting of an empty room with no customers buys no fonds at all, only an overpriced lease assignment, with all the tax and creditor machinery of a business sale misapplied to it. Before signing anything, verify that a real clientele exists: turnover records, supplier contracts, reservation books, online reviews in the seller’s name, and footfall at different hours. The clientele is what you pay for; everything else is its container.
The droit au bail deserves its own valuation because it is often the most expensive line in a Paris deal. When the whole fonds is sold, the leasehold right is automatically included: the buyer steps into the lease for its remaining term against payment of a sum reflecting the duration left, the location, and the rent level, as the same official page explains. But the lease can also be sold alone, without the business, the cession du droit au bail seul, commonly called pas-de-porte, key money. In that case the buyer gets the premises and the lease but no clientele, no equipment and no trade name, and must check that the lease actually authorises an isolated assignment, because most Paris leases allow assignment only together with the sale of the whole fonds. A founder who wants to open a different concept in the seller’s premises should therefore negotiate an isolated assignment with eyes open: lower price than a fonds, but no customers on day one and a landlord whose consent becomes harder to obtain, as explained on service-public.fr, Assignment of the commercial lease.
A third party can pre-empt the deal entirely: the commune, the municipality. Where the premises sit inside a périmètre de sauvegarde du commerce et de l’artisanat de proximité, a perimeter for safeguarding local shops and crafts, the town hall holds a droit de préemption commercial, a priority right to buy the leasehold right itself, and the seller must file a specific declaration with the mayor before selling, as explained on service-public.fr, The commune’s commercial pre-emption right. Whole streets of Paris fall inside such perimeters. The practical reflex is cheap: ask the mairie, the town hall, in writing whether the premises are inside the perimeter before paying for audits, and diary the pre-emption period. A buyer who discovers the town hall’s priority the day before closing loses months, not just the deal.
Finally, buy through the right vehicle. The acquirer should be your French company, most often a SAS, the flexible simplified joint-stock company favoured by foreign investors, already registered with the RCS, the Registre du commerce et des sociétés, the French trade register, and holding its Kbis, the company identity certificate issued by the greffe, the clerk’s office of the commercial court. A foreign parent buying directly complicates registration, tax and the landlord’s confidence. Incorporate first, capitalise the French subsidiary, then let it sign the acquisition deed, the acte de cession, by private deed or before a notary, the officier public, with the director signing remotely under a written power of attorney, the pouvoir, exactly as for any French contract.
B. The landlord’s consent: the clause you cannot ignore and the approval you must obtain
French law protects the sale of the business against the landlord, but only up to a point. Article L145-16 of the Commercial Code on Légifrance provides: “Sont également réputées non écrites, quelle qu’en soit la forme, les conventions tendant à interdire au locataire de céder son bail”. Any clause that forbids the tenant from assigning the lease to the buyer of the business is deemed unwritten, whatever its form. The landlord cannot block the sale of the fonds by waving a no-assignment clause. But the statute does not erase approval clauses, the clauses d’agrément, which require the landlord’s prior consent to the person of the buyer, nor summons clauses requiring the landlord to be called to the signing. The official portal confirms that leases routinely require the landlord’s agreement, especially for an isolated assignment, and that such clauses are enforceable, as explained on service-public.fr, Assignment of the commercial lease.
The Cour de cassation, the French supreme court for civil matters, enforces these clauses without mercy. On 17 November 2016, appeal no. 13-16.636, the Third Civil Chamber approved a court of appeal which had found that the lease required the landlord’s approval and her summons to the signing at least fifteen days ahead, that neither had happened, and that cashing four months of rent from the buyer proved neither tacit waiver nor tacit acceptance. The court, the Chamber said, “a pu décider, sans dénaturation, que le manquement aux obligations du bail constituait une faute suffisamment grave pour justifier sa résiliation aux torts du locataire”. See Cass. 3rd civ., 17 November 2016, no. 13-16.636, on courdecassation.fr. The assignment was unenforceable against the landlord and the lease was terminated for the tenant’s fault, with a penalty of six months’ rent. For a foreign buyer, the moral is operational: read the lease’s assignment clause before negotiating the price, calendar the fifteen-day summons or whatever period the lease sets, serve it by a commissaire de justice, the enforcement officer formerly called huissier de justice, or by registered letter with acknowledgment, and obtain written approval. Paying the seller while the landlord’s approval is pending means buying a lawsuit, not a business.
The mirror situation confirms the rule’s strength. Even where a business is sold by a court officer in insolvency, the buyer takes the lease on the lease’s own terms. On 19 April 2023, appeal no. 21-20.655, the Commercial Chamber held that “en cas de liquidation judiciaire, la cession du droit au bail, seule ou même incluse dans celle du fonds de commerce, autorisée par le juge-commissaire, se fait aux conditions prévues par le contrat à la date du jugement d’ouverture, à l’exception de la clause imposant au cédant des obligations solidaires avec le cessionnaire.” See Cass. com., 19 April 2023, no. 21-20.655, on courdecassation.fr. If even a judge-supervised sale respects the lease’s approval clause, a private buyer has no chance of bypassing it. Ask for approval early, present your French company’s Kbis, financing proof and business plan to the landlord as you would to a bank, and negotiate the approval in the sale agreement as a condition precedent, the condition suspensive, so the deposit is refunded if approval is refused.
One last consent trap concerns the seller’s own position after the sale. Paris leases almost always make the seller, the cédant, jointly guarantee the buyer, the cessionnaire, for rent and performance. Since the Pinel Act of 2014 this guarantee is fenced. Article L145-16-2 of the Commercial Code on Légifrance provides: “Si la cession du bail commercial s’accompagne d’une clause de garantie du cédant au bénéfice du bailleur, celui-ci ne peut l’invoquer que durant trois ans à compter de la cession dudit bail.” Three years maximum. And Article L145-16-1 of the Commercial Code on Légifrance adds: “Si la cession du bail commercial est accompagnée d’une clause de garantie du cédant au bénéfice du bailleur, ce dernier informe le cédant de tout défaut de paiement du locataire dans le délai d’un mois à compter de la date à laquelle la somme aurait dû être acquittée par celui-ci.” Miss the one-month information, lose the guarantee for that default. A foreign buyer should read this the other way round: if you later reassign the lease, your own guarantee is capped at three years, and you must police the landlord’s monthly information duty. If you are the buyer today, verify that the seller’s guarantee to the previous landlord has expired or will not follow the premises into your hands.
II. How is the price shielded from the seller’s debts, and what does the deal cost?
A. Creditors, oppositions and the escrow: why the price never goes straight to the seller
In France the price of a business is not wired to the seller on closing day. It is registered, published, exposed to creditors, and only then released. Each step has a deadline, and a buyer abroad must hold every one through counsel in France. First, registration before publication. Article L141-13 of the Commercial Code on Légifrance requires that publication be preceded by registration of the transfer deed, unless it is a notarial deed, and that the published extract state the registration references, the date of the deed, the names and addresses of seller and buyer, the nature and seat of the business, the price including charges, and the opposition period. An unregistered private deed cannot be published, and an unpublished sale cannot be enforced against creditors. Sign, register with the SPFE, the land-registration and recording office for the premises’ location, immediately for a private deed or within one month for a notarial deed, then publish.
Second, double publication at the buyer’s diligence. Article L141-12 of the Commercial Code on Légifrance provides: “toute vente ou cession de fonds de commerce, consentie même sous condition ou sous la forme d’un autre contrat, ainsi que toute attribution de fonds de commerce par partage ou licitation” The statute then requires publication at the buyer’s diligence in a legal-notices paper for the département where the business operates and as an extract or notice in the Bulletin officiel des annonces civiles et commerciales.” Within fifteen days of the sale, the buyer publishes in a legal-notices paper, the SHAL, the support habilité à recevoir des annonces légales, and in the BODACC, the Bulletin officiel des annonces civiles et commerciales, the official gazette of business notices. The full sequence is detailed on service-public.fr, Sale of a business to a third party. Diary the fifteen days from signature, not from approval or handover: late publication restarts creditor exposure.
Third, the ten-day creditor window. Article L141-14 of the Commercial Code on Légifrance provides: “Dans les dix jours suivant la dernière en date des publications prévues à l’article L. 141-12, tout créancier du précédent propriétaire, que sa créance soit ou non exigible, peut former au domicile élu, par acte extrajudiciaire ou par lettre recommandée avec demande d’avis de réception, opposition au paiement du prix.” Every creditor of the seller, due or not yet due, has ten days from the last publication to oppose payment of the price at the elected address. And the same article protects the buyer against the landlord twice over: “Le bailleur ne peut former opposition pour loyers en cours ou à échoir, et ce, nonobstant toutes stipulations contraires.” The landlord cannot freeze the price for current or future rent, whatever the lease says. Supplier, bank, tax and social creditors can; the landlord cannot. That is why the price is placed under séquestre, escrow with the buyer’s lawyer or notary, automatically, and distributed to opposing creditors within 105 days of the deed, with escrow fees normally on the buyer unless the deed says otherwise, as detailed on service-public.fr, Sale of a business to a third party. A buyer who wires the price directly to the seller, skipping escrow, pays twice: once to the seller and once to the opposing creditors.
Run from abroad, this machinery needs three local relays: counsel who registers, publishes and receives oppositions at the elected domicile; the escrow holder who keeps the funds; and the accountant who reconciles the price allocation, because stock, equipment and leasehold right are taxed and treated differently. Never close the escrow early under seller pressure, never accept a private side letter promising that “there are no debts”, and keep every publication receipt: the ten-day computation runs from the last publication, and a missing BODACC receipt means the window never closed.
B. Registration duties, hidden liabilities and the Paris closing checklist
The tax cost of the acquisition is fixed by statute and computed on the price. Article 719 of the General Tax Code on Légifrance provides: “Les mutations de propriété à titre onéreux de fonds de commerce ou de clientèles sont soumises à un droit d’enregistrement”. The rates run in slices: nothing up to 23,000 euros, 2 percent from 23,000 to 107,000 euros, 0.60 percent from 107,000 to 200,000 euros, and 2.60 percent above 200,000 euros. The same article adds: “Le droit est perçu sur le prix de la vente de l’achalandage, de la cession du droit au bail et des objets mobiliers ou autres servant à l’exploitation du fonds.” Duty falls on the goodwill, the leasehold right and the operating equipment, with a detailed separate inventory for the equipment, and new merchandise is exempt. The minimum levy is 25 euros and the buyer normally pays, unless the deed shifts the burden, as the official sale guide confirms on service-public.fr, Sale of a business to a third party. On a 500,000 euro Paris fonds, the duty exceeds 10,000 euros; price it into the offer, allocate the equipment inventory precisely to avoid over-taxation, and carve out new stock with invoices.
Beyond duties, the buyer inherits the contracts but not the debts, provided the paperwork is right. Employees transfer automatically with the business under the Labour Code, with their seniority and contracts intact; supplier and franchise contracts transfer only if assigned or if the contract says so; the seller’s tax and social debts stay with the seller but are paid from the escrowed price through oppositions, which is exactly why the escrow exists. Three verifications close the file before release of funds: a recent état d’endettement, the debt statement showing registered liens on the business, like the seller’s privilege and pledges, from the commercial court registry; the URSSAF, the social-contributions collector, and tax clearance certificates; and the premises diagnostics, planning use and co-ownership charges, because the buyer steps into the lease as it stands, including the works the seller postponed.
Paris and Île-de-France concentrate every difficulty and every solution. Prices per square metre make the droit au bail the deal’s centre of gravity, so commission an independent valuation of the leasehold right rather than accepting the seller’s multiple of turnover. The commune pre-emption perimeters cover many central streets, so clear the mairie early. Filings go to the Paris SPFE for the arrondissement, oppositions are received at the Paris elected domicile, disputes go to the Tribunal judiciaire de Paris, and the business-ownership transfer is registered with the RCS greffe with a fresh Kbis in the buyer’s company name. A Paris lawyer holding the calendar, an escrow holder holding the price, and an accountant holding the allocation: with those three, a buyer in Singapore closes a Paris bakery as safely as a buyer on the boulevard. Without them, the cheapest price becomes the most expensive lesson.
After the funds are released, close the administrative loop within days: register the transfer with the RCS greffe so the Kbis reflects the new ownership, update the SIRENE record, the national business directory managed by INSEE, the French statistics institute, transfer the professional insurance, the licences attached to the operator, and the utilities and merchant-acquiring contracts, and inform the landlord with the fresh Kbis and the registered deed. Each of these steps can be filed online or by counsel in Paris while the buyer stays abroad, and each missing update becomes a penalty or a gap in coverage later.
Conclusion
Buying a French business from abroad rewards the buyer who treats the acquisition as a procedure and punishes the one who treats it as a payment. Verify that a real clientele exists before paying for a fonds, value the leasehold right separately, clear the town hall’s pre-emption right, and buy through your registered French company. Obtain the landlord’s written approval within the lease’s forms and time limits, make it a condition precedent, and remember that an unapproved assignment is unenforceable against the landlord and can terminate the lease for the tenant’s fault. Register the deed before publishing, publish within fifteen days in the legal-notices paper and the BODACC, respect the ten-day creditor opposition window with the price in escrow, and budget the registration duties slice by slice. Run the calendar from abroad through counsel, escrow holder and accountant in Paris, and the shop whose queue you watched on video becomes, step by step, your company’s business, free of the seller’s debts and solid in its lease.