You run your French company from London, New York, Dubai or Singapore. Your shop trades on a Paris high street, or your team works from an office near La Défense, and you have not set foot in the premises for months. Then an email from your Paris manager arrives with a scanned bailiff’s writ attached: your landlord has served a formal notice, called a congé, ending your commercial lease or refusing to renew it. The letter is in French, the deadline language looks threatening, and your first instinct is to call the landlord to negotiate. Stop. In French commercial lease law, the weeks after a congé decide everything: whether your company keeps its premises, whether it receives an eviction payment that can equal the value of the business itself, or whether it loses both because a two-year court deadline expired unnoticed. This article is the practical sequel to our guide to choosing between a French SAS, SARL, branch or subsidiary: it assumes your French entity already holds a protected commercial lease, known as a bail commercial with its famous 3-6-9 rhythm, and it answers the single crisis question of what to do when the landlord’s notice lands while you live abroad. The first part gives you the validity checklist of the notice and explains why a defective notice rarely saves the lease by itself. The second part shows how to turn the notice into a renewal or into money before the two-year clock kills your claim, how the eviction payment is counted, and how you prove everything from abroad. Every decisive rule is quoted from the French Commercial Code and from dated decisions of the Cour de cassation, the French supreme court for civil and commercial matters, with links to the official texts so you can verify each statement at its source.
I. Your landlord served a congé while you live abroad: is the notice valid and what does a defect change?
A congé is the formal notice by which a landlord ends a commercial lease or refuses its renewal. French law surrounds this document with strict formalities because the consequences are severe: loss of the premises, loss of the clientele attached to them, and sometimes loss of the business. When you manage from abroad, you face two handicaps at once. The notice is served in French by a commissaire de justice, the enforcement officer formerly called huissier de justice, often by physical delivery to the shop or office where your staff may sign for it without understanding it. And the deadlines run from fixed dates whether or not you personally read the document that week. The checklist below lets you assess any congé within days of receiving the scan, before deciding between negotiation, court action and exit.
A. Six months, bailiff’s writ, stated motives, two-year warning: how do you check your congé line by line?
Start with timing. Commercial leases governed by the protective statutes end only in two ways, and the Code states the rule bluntly: article L.145-9 of the Commercial Code provides that “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” — leases of premises under this chapter end only by a notice given six months in advance or by a renewal request. A notice served five months before the expiry date does not validly end the lease at that date. During a tacit extension, which arises automatically when neither party acts at expiry, the notice must still be given at least six months ahead and for the last day of a calendar quarter. Check the date of service against the date for which the notice is given: count six full months backwards, and verify the effective date is a quarter-end where tacit extension applies. A surprising number of landlord notices fail on this arithmetic alone, especially when the landlord counts from the sending date instead of the service date.
Continue with form. The same provision, article L.145-9 of the Commercial Code, requires that “Le congé doit être donné par acte extrajudiciaire” — the notice must be given by extrajudicial act, meaning service by a commissaire de justice, not a simple registered letter, not an email, not a phone call from the landlord’s agent. A refusal of renewal sent by ordinary post is formally defective. Keep the original served document, photograph every page, and ask your Paris contact to confirm how it was delivered: handed to a named person, left with staff, or posted after a failed visit. Each delivery mode has consequences for proof later, and a commissaire de justice can later certify (constat) the trading activity, the opening hours and the state of the premises, which becomes your evidence that the business was genuinely operated there.
Then read the motives paragraph, because the statute makes it a condition of validity. The notice must, in the words of article L.145-9 of the Commercial Code, “à peine de nullité, préciser les motifs pour lesquels il est donné” — on pain of nullity, state the reasons for which it is given — “et indiquer que le locataire qui entend, soit contester le congé, 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” — and inform the tenant that to contest the notice or claim an eviction payment, it must refer the matter to the court before the expiry of a two-year period running from the date for which the notice is given. A congé that says nothing about the two-year referral is defective. A congé that refuses renewal without offering an eviction payment must still explain on which legal ground the landlord claims to owe nothing, typically a serious and legitimate reason against the outgoing tenant. If your notice offers renewal at a new rent instead, it must still respect the six-month form, and the rent discussion follows separate rules examined in the second part. Mirror-image discipline applies when you are the moving party: a tenant who wants renewal must apply “soit dans les six mois qui précèdent l’expiration du bail, soit, le cas échéant, à tout moment au cours de sa prolongation” — within the six months before expiry or at any time during the extension — and article L.145-10 of the Commercial Code adds that “La demande en renouvellement doit être notifiée au bailleur par acte extrajudiciaire ou par lettre recommandée avec demande d’avis de réception” — the renewal request must be notified by extrajudicial act or by registered letter with acknowledgment of receipt. From abroad, the registered letter with acknowledgment is often the practical tool, but keep the receipt and the tracking proof: French courts enforce these formalities strictly.
One related trap deserves a separate check because landlords use it against foreign-managed tenants who fall behind on rent. A lease clause providing for automatic termination, called a clause résolutoire, “ne produit effet qu’un mois après un commandement demeuré infructueux” — takes effect only one month after an unheeded formal demand — and article L.145-41 of the Commercial Code adds that “Le commandement doit, à peine de nullité, mentionner ce délai” — the demand must state this one-month period on pain of nullity. If your landlord served a payment order invoking the termination clause, verify that the one-month warning appears in the document itself. Judges may also grant payment delays and suspend the clause where termination has not yet been confirmed by a final judgment, which gives a foreign-run company in temporary cash difficulty a genuine second chance, provided counsel applies to the court in time rather than after the month has run out.
B. Your congé states no motive, or an equivocal one: why the defect does not automatically save your lease?
Many foreign directors, on learning that the motives paragraph is missing or vague, conclude that the notice is void and that nothing further is needed. That reading is dangerous, and the Cour de cassation has corrected it expressly. In a much-cited ruling of 28 June 2018, pourvoi number 17-18.756, published in the Bulletin and available on the Court’s official site at ECLI:FR:CCASS:2018:C300702, a landlord had served a notice refusing renewal without offering any eviction payment, and the tenant sued for annulment of the notice plus payment of the eviction indemnity. The Court approved the court of appeal for holding that a notice served without reasons, or with equivocal reasons, nevertheless produces its effects and ends the commercial lease, because the landlord always remains entitled to refuse renewal on condition of paying an eviction indemnity. The nullity provided by article L.145-9 for missing or equivocal motives is only a relative nullity, meaning it can be raised solely by the tenant, and the tenant faces a genuine strategic choice: either waive the nullity, claim the eviction indemnity and remain in the premises while awaiting payment under article L.145-28, or rely on the nullity and pursue continuation of the lease. Whether the tenant stayed in the premises or left them has no bearing on the effects of the irregular notice.
The consequences for a company run from abroad are concrete. First, never treat a defective congé as a piece of paper you can ignore: the lease still ends, and your rights survive only if you act within the two-year referral period examined below. Second, decide the strategy deliberately with counsel before writing anything to the landlord: demanding continuation of the lease and demanding the eviction money are alternative paths, and correspondence that mixes them weakens both. If the location is essential — a flagship shop, premises fitted out at great cost, an address your clientele knows — pursuing the nullity and staying can be right, especially since article L.145-28 lets a tenant entitled to eviction money remain in the premises until it is paid. If the location is replaceable, waiving the defect and converting the claim into money is usually faster and cleaner, because the landlord who served an unmotivated refusal has already conceded, in substance, that the refusal carries an eviction payment. Third, keep proof of genuine operation ready from the day you receive the notice, because the landlord’s predictable counter-move is to allege that your company does not meet the renewal conditions at all. Article L.145-8 of the Commercial Code provides that “Le droit au renouvellement du bail ne peut être invoqué que par le propriétaire du fonds qui est exploité dans les lieux” — only the owner of the business operated in the premises may claim renewal — and requires that the business “doit, sauf motifs légitimes, avoir fait l’objet d’une exploitation effective au cours des trois années qui ont précédé la date d’expiration du bail” — must, absent legitimate reasons, have been effectively operated during the three years before expiry. From abroad, assemble this proof early: registration of your French entity with the trade and companies register, called the Registre du commerce et des sociétés (RCS) and evidenced by the Kbis extract, the company’s identity card issued through the registry office (greffe); three years of accounts, tax filings and supplier invoices at that address; employment records; photographs of continuous trading. A landlord who discovers that your shop stood empty for a year will build the entire defence on that gap.
II. Your congé is on the table: how do you turn it into a renewal or into money before the two-year clock runs out?
Once the notice is analysed, the matter becomes a race against limitation periods. French commercial lease disputes are governed by a short two-year prescription that surprises common-law founders used to six-year limits, and the landlord’s strongest weapon is often not the merits but your delay. The good news is that the same system gives a tenant who acts promptly powerful tools: interruption of the limitation period by a well-framed contestation, a right to remain in the premises until the eviction money is paid, extra time for litigants living outside France, and an eviction payment measured on the real market value of the business. This part follows the chronological order of a well-run file: contest in time, defeat the no-payment defences, count the money, and prove the case from abroad.
A. How do you contest the congé in time and stop the two-year forfeiture from abroad?
The two-year rule appears twice in the Code and both versions matter. The notice itself must warn you that the tenant must refer to the court before two years from the date for which the notice is given, and article L.145-60 of the Commercial Code states globally that “Toutes les actions exercées en vertu du présent chapitre se prescrivent par deux ans” — all actions under this chapter are subject to a two-year limitation. Miss it and the renewal claim and the eviction claim both die, however strong the merits. Diary two dates on the day the scan arrives: the date for which the notice is given, from which the two years run, and a personal internal deadline at least three months earlier, because instructing French counsel, translating exhibits and arranging a court-approved translation from abroad always takes longer than expected. A referral means filing with the tribunal judiciaire, the ordinary civil court that hears commercial lease disputes, not a letter to the landlord and not a complaint to an administrative body.
A recent Cour de cassation decision shows how a timely contestation protects even a tenant who quantifies its claim late. On 4 June 2026, in pourvoi number 24-21.573, available on the Court’s official site at ECLI:FR:CCASS:2026:C300329, a landlord had served notice in December 2019 refusing renewal without eviction payment on alleged serious and legitimate grounds, effective June 2020, then sued to validate the notice and expel the tenant. The tenant had contested the alleged grounds at first instance but only quantified the eviction claim in appeal conclusions filed in July 2022, more than two years after the June 2020 effective date. The court of appeal declared the payment claim out of time. The Cour de cassation quashed that part of the judgment: the notice must state the motives and the two-year referral warning, all chapter actions are subject to two years, but the appeal court had failed to examine whether the tenant’s first-instance challenges to the serious and legitimate motives had interrupted the limitation period, and it therefore lacked a legal basis for declaring the claim prescribed. For a foreign-run company, the lesson is operational: contest the motives of the congé in your very first court filings, even before the eviction amount is computed, because that contestation can interrupt the two-year period and keep the payment claim alive while the expert valuation proceeds. Never file a bare procedural challenge without attacking the motives, and never wait for the final valuation to formulate the payment demand.
Living outside France gives you one structural advantage in this race. Article 643 of the Code of Civil Procedure extends procedural time limits, and its second paragraph grants “Deux mois pour celles qui demeurent à l’étranger” — two months more for persons residing abroad — for appearance, appeal, opposition and cassation deadlines before a court sitting in metropolitan France. Your counsel will confirm which of your deadlines benefit from this distance extension, since the two-year referral period itself is a forfeiture period rather than an extended procedural deadline, but appeal periods against an adverse first judgment and cassation periods clearly gain the extra two months. Organise the litigating entity accordingly: designate one person in the company, with a named French counsel and a named local contact holding keys and documents, so that service of court papers at the French premises reaches decision-makers within days, not weeks.
Expect the landlord to answer with one of the statutory no-payment defences, and prepare the rebuttal in parallel with your claim. Article L.145-17 of the Commercial Code allows refusal without any indemnity where “S’il justifie d’un motif grave et légitime à l’encontre du locataire sortant” — the landlord proves a serious and legitimate ground against the outgoing tenant. But where the ground is breach of an obligation or unexplained cessation of operating the business, “l’infraction commise par le preneur ne peut être invoquée que si elle s’est poursuivie ou renouvelée plus d’un mois après mise en demeure du bailleur d’avoir à la faire cesser” — the breach may be invoked only if it continued or recurred more than one month after a formal demand to stop it — and “Cette mise en demeure doit, à peine de nullité, être effectuée par acte extrajudiciaire, préciser le motif invoqué et reproduire les termes du présent alinéa” — the demand must, on pain of nullity, be served by extrajudicial act, state the ground and reproduce the statutory wording. Demand to see that formal demand: landlords frequently skip it, serve it by ordinary letter, or omit the reproduction of the paragraph, and each defect neutralises the defence. Other no-payment cases — demolition for confirmed insalubrity, reconstruction, resumption of accessory residential parts — require the landlord to prove the project with permits and administrative findings, not bare assertions. Finally, remember your shield while the dispute runs: article L.145-28 of the Commercial Code provides that “Aucun locataire pouvant prétendre à une indemnité d’éviction ne peut être obligé de quitter les lieux avant de l’avoir reçue. Jusqu’au paiement de cette indemnité, il a droit au maintien dans les lieux aux conditions et clauses du contrat de bail expiré.” No tenant entitled to eviction money can be forced out before receiving it, and until payment it stays on under the expired lease terms, paying an occupation indemnity assessed under the rent rules. A landlord who changes the locks or cuts utilities to force you out before paying exposes the company to damages on top of the eviction money, and a constat by a commissaire de justice on the day of any such incident is the exhibit judges trust most.
B. How is your eviction pay and your renewed rent counted, and how do you prove it without flying to France?
The eviction payment, called indemnité d’éviction, is not a token notice payment: it equals the harm caused by the loss of renewal. Article L.145-14 of the Commercial Code first confirms that “Le bailleur peut refuser le renouvellement du bail. Toutefois, le bailleur doit, sauf exceptions prévues aux articles L. 145-17 et suivants , payer au locataire évincé une indemnité dite d’éviction égale au préjudice causé par le défaut de renouvellement” — the landlord may refuse renewal but must, except in the statutory cases, pay the evicted tenant an indemnity equal to the harm caused by non-renewal. It then details the content: “Cette indemnité comprend notamment la valeur marchande du fonds de commerce, déterminée suivant les usages de la profession, augmentée éventuellement des frais normaux de déménagement et de réinstallation, ainsi que des frais et droits de mutation à payer pour un fonds de même valeur, sauf dans le cas où le propriétaire fait la preuve que le préjudice est moindre” — the payment includes the market value of the business assessed by professional usage, plus normal removal and reinstallation costs and the transfer taxes for an equivalent business, unless the owner proves the harm is smaller. In practice the court appoints a judicial expert who values the fonds de commerce, meaning clientele, trade name, the lease right itself (droit au bail, the capital value of holding the lease at below-market rent), equipment and stock, by the methods of the trade: multiples of turnover or of gross margin for shops, capitalised rent savings for offices, recent comparable sales on the same street. Ancillary heads follow: fitting-out costs lost, redundancy costs of French staff dismissed because of the move, temporary double rent, and reinstallation expenses.
One valuation point decides more money than any other, and the Cour de cassation settled it in terms you should quote to your expert. On 13 October 2021, in pourvoi number 20-19.340, published in the Bulletin and available at ECLI:FR:CCASS:2021:C300699, the tenant had already reinstalled in equivalent premises at a lower rent, and the court of appeal had set the lease-right value at nil and limited the eviction payment to accessory heads. The Cour de cassation quashed: the eviction indemnity must equal the harm from non-renewal, it includes the market value of the business by professional usage plus removal, reinstallation and transfer costs unless the owner proves lesser harm, and the indemnity must be fixed taking into account the value of the lease right in the premises from which the tenant is evicted, that right being an element of the business. Ruling otherwise without valuing the lost lease right violates article L.145-14. When your landlord argues that you reinstalled cheaply so you lost nothing, this decision is the answer: the lost droit au bail is valued on its own, at the eviction date, and cheap reinstallation does not erase it. Supply the expert with signed leases of comparable Paris premises, your certified accounts for three years, and the rent differential capitalised over nine years: that file, more than rhetoric, moves the figure.
Where the outcome is renewal rather than eviction, the rent of the renewed lease follows its own arithmetic, and foreign directors should understand it before accepting any landlord proposal. Article L.145-33 of the Commercial Code states that “Le montant des loyers des baux renouvelés ou révisés doit correspondre à la valeur locative” — renewed or revised rents must match the rental value — assessed on five criteria: the characteristics of the premises, their contractual destination, the parties’ respective obligations, local commerciality factors, and prices commonly charged nearby. The judicial rent is therefore a local market exercise, not an automatic indexation. Between renewals, article L.145-38 of the Commercial Code allows revision only “trois ans au moins après la date d’entrée en jouissance du locataire ou après le point de départ du bail renouvelé” — at least three years after taking possession or after the renewed lease started — and, absent proof of a material change in local commerciality factors that alone moved rental value by more than ten percent, caps any triennial increase or decrease at the movement of the commercial-rents index or the tertiary-activities index, the ILC and ILAT published quarterly. If your landlord demands a renewed rent forty percent above the old one, ask for the justification under the five criteria and check the index cap: in the absence of a proven local transformation, such as a new metro station or a pedestrianisation that revalues the whole street, the demand will not survive judicial fixation. Where the parties disagree on the renewed rent, either may first refer to the departmental commercial-lease conciliation commission, the commission départementale de conciliation des baux commerciaux (CDC), a conciliation step run by the prefecture, before the president of the tribunal judiciaire fixes the rent judicially. From abroad, the CDC route is worth trying: it suspends nothing, and a reasoned opinion often unlocks negotiation.
Proving all of this without living in France is an organisation question, not a travel question. French lease litigation is document litigation: judges decide on exhibits, expert reports and bailiff-certified findings, and hearings are short. Build the file remotely through four channels. First, keep a Paris document custodian — your manager, your accountant (expert-comptable, the French chartered accountant) or your counsel’s office — holding originals of the lease, amendments, rent receipts, the served congé, correspondence and keys. Second, commission a constat from a commissaire de justice at each decisive moment: the state and trading activity of the premises on receiving the notice, any landlord interference, the condition on departure, the reinstallation address. Third, feed the judicial expert in English-friendly form: certified accounts, VAT returns (déclarations de TVA), the business-registration data from the INPI single desk (guichet unique), and comparable leases, with court-sworn translations where the judge requires them; private translations suffice for negotiation, sworn translation (traduction assermentée) for filing. Fourth, give counsel a standing power of attorney and a litigation budget that includes the expert’s deposit (consignation), because the expertise does not start until the deposit is paid, and delay here is routinely blamed on the foreign party.
A final word for Paris and the Paris region, the Île-de-France, where most foreign-owned shops and offices sit. Lease disputes for Paris premises go to the Paris tribunal judiciaire, whose specialised commercial-lease chamber handles valuation references daily, with experts who know Paris streets to the square metre; proceedings, notifications and expert meetings run in French, and the court expects parties represented by counsel admitted to a French bar. The competent registry (greffe) for your company’s records is the Paris commercial court registry, and any change of registered office after a move must be filed through the INPI single desk so that the Kbis address, the lease address and the VAT records stay aligned: misalignment is the first exhibit landlords use to dispute genuine operation. Paris rents also make the droit au bail point above decisive: where market rents have risen far above your contractual rent, the capitalised saving over nine years often exceeds a year’s turnover, which is precisely why landlords serve refusals and why tenants must never let the two-year referral lapse. If your premises are outside Paris but inside the Île-de-France, the same rules apply before the locally competent tribunal judiciaire, with the same deadlines and the same proof discipline.
Conclusion
A landlord’s congé served on a French company whose owner lives abroad is a legal deadlines file before it is a negotiation. Check the six-month timing, the extrajudicial form, the stated motives and the two-year warning on the day the scan arrives. Treat a missing or equivocal motive as a strategic asset, not as a victory: the notice still ends the lease, and you must choose between pursuing continuation and converting the defect into eviction money within two years. Contest the motives in your first filings so the limitation period is interrupted while the valuation proceeds, defeat no-payment defences by demanding the formal prior demand the statute requires, and count the eviction payment on the market value of the business including the lost lease right, not on the landlord’s figure. Run the proof from abroad through a custodian, bailiff-certified findings, certified accounts and a funded expertise, and keep the registered, tax and lease addresses aligned. Handled this way, a notice received in London or Singapore becomes what French law intended it to be: either a renewed lease at a judicially controlled rent, or a payment that reflects what your French business was genuinely worth.