Signing a commercial lease before a French company exists can be commercially sensible: the premises may be needed for a licence application, equipment delivery, insurance, hiring or an opening date. The difficult situation arises later, when the company has been registered but refuses to take over the lease, or when its new manager says that the lease was never approved. The founder then needs to know who the landlord can pursue, whether rent and the security deposit remain personal liabilities, and how the file can still be regularised.<\/p>\n
The central rule is chronological. A commercial company acquires legal personality when it is registered with the registre du commerce et des soci\u00e9t\u00e9s<\/em> (RCS), the French companies register. Before that date, a \u201ccompany in formation\u201d is a project and not yet the contracting legal person. The person who signs for that project is exposed unless the registered company validly takes over the commitment. Registration alone is not a universal cure for an incorrectly documented lease.<\/p>\n This guide addresses the post-registration refusal scenario for foreign founders. It distinguishes a lease signed in the name of the future company from a lease signed personally, explains the takeover mechanisms for a soci\u00e9t\u00e9 par actions simplifi\u00e9e<\/em> (SAS, a flexible French joint-stock company) and a soci\u00e9t\u00e9 \u00e0 responsabilit\u00e9 limit\u00e9e<\/em> (SARL, a French limited-liability company), and sets out a practical evidence and remedy plan. It also explains why the Kbis<\/em> extract, the filing with the greffe<\/em> (the registry office), the guichet unique<\/em> operated through INPI (the French Intellectual Property Institute), and the RCS date must be kept together in one file.<\/p>\n A refusal should be handled quickly. It can leave the founder paying rent while the company occupies the premises, but it can also reveal that the lease, the articles of association, the shareholder decision and the landlord\u2019s expectations were never aligned. The best outcome is often a documented takeover or a negotiated exit. If that is impossible, the parties\u2019 exact signatures and the evidence of their conduct determine the available claim.<\/p>\n The first question is not whether the founder intended to create a French company. It is who was legally capable of being the tenant on the date of signature. The French company may have a proposed name, a draft registered office, a bank account application and a tax plan, but those elements do not give it legal personality. A lease signed during this period is normally an act made \u201cfor the account of\u201d a company in formation. That wording is useful, but it must be supported by the formal takeover rules and by the actual document.<\/p>\n Article L. 210-6 of the French Commercial Code<\/a> states: \u00ab Les soci\u00e9t\u00e9s commerciales jouissent de la personnalit\u00e9 morale \u00e0 dater de leur immatriculation au registre du commerce et des soci\u00e9t\u00e9s. \u00bb<\/span> In English, the company becomes a legal person from its RCS registration. The same provision then gives the consequence for pre-registration acts: \u00ab Les personnes qui ont agi au nom d’une soci\u00e9t\u00e9 en formation avant qu’elle ait acquis la jouissance de la personnalit\u00e9 morale sont tenues solidairement et ind\u00e9finiment responsables des actes ainsi accomplis, \u00e0 moins que la soci\u00e9t\u00e9, apr\u00e8s avoir \u00e9t\u00e9 r\u00e9guli\u00e8rement constitu\u00e9e et immatricul\u00e9e, ne reprenne les engagements souscrits. \u00bb<\/span> The word \u201cindefinitely\u201d matters: the signatory\u2019s personal exposure is not capped merely because the proposed company was intended to be an SAS or SARL.<\/p>\n Article 1843 of the Civil Code<\/a> expresses the same mechanism in broader terms: \u00ab Les personnes qui ont agi au nom d’une soci\u00e9t\u00e9 en formation avant l’immatriculation sont tenues des obligations n\u00e9es des actes ainsi accomplis, avec solidarit\u00e9 si la soci\u00e9t\u00e9 est commerciale, sans solidarit\u00e9 dans les autres cas. \u00bb<\/span> It adds that the registered company may take over the commitments, which are then treated as having been contracted by that company from the beginning. For a commercial lease, the practical starting assumption is therefore that the person who signed remains answerable until the takeover is established, not that the landlord must wait for an internal corporate debate.<\/p>\n This rule does not mean that every founder who helped negotiate a lease becomes a tenant. Signature, representation and the lease\u2019s wording remain decisive. If the founder signed personally as \u201ctenant\u201d, gave a personal guarantee or accepted a rent guarantee, the landlord may rely on that undertaking even if the lease also mentions a future company. If several founders signed on behalf of a commercial company in formation, solidarity can allow the landlord to pursue any one of them for the obligations covered by the act, subject to the document and any valid limitation or guarantee arrangement. If a foreign parent company signed directly, its own liability must be analysed separately from the future French subsidiary\u2019s liability.<\/p>\n The lease should be read word by word. The heading may say \u201ccompany in formation\u201d, while the signature block may identify an individual without that capacity. The landlord\u2019s consent may be conditional on registration, or the lease may contain a substitution clause. The commencement date may precede the RCS filing, and the rent-free period may depend on delivery of the premises. The signature page, annexes, guarantee, inventory, insurance certificate and correspondence are part of the legal evidence. A later Kbis cannot silently rewrite a signature that identified the founder as the tenant.<\/p>\n Contract law reinforces this analysis. Under Article 1103 of the Civil Code<\/a>, \u00ab Les contrats l\u00e9galement form\u00e9s tiennent lieu de loi \u00e0 ceux qui les ont faits. \u00bb<\/span> Under Article 1104<\/a>, \u00ab Les contrats doivent \u00eatre n\u00e9goci\u00e9s, form\u00e9s et ex\u00e9cut\u00e9s de bonne foi. Cette disposition est d’ordre public. \u00bb<\/span> A founder cannot assume that an internal refusal by the new manager releases the person who signed. Conversely, the landlord cannot disregard a properly documented company takeover simply because the initial signature occurred before registration.<\/p>\n Foreign founders should also separate four dates that are often confused. The first is the date on which the lease was signed. The second is the date on which the articles were signed. The third is the date of the company\u2019s RCS registration, normally evidenced by the Kbis extract. The fourth is the date on which the shareholders or company representative approved or implemented the takeover. The legal effect may be retroactive once a valid takeover occurs, but the proof of the takeover still needs to identify the act and the company. Keep the registration receipt from the INPI filing, the final Kbis, the draft and signed articles, and any decision approving the pre-registration acts.<\/p>\n \u201cGreffe\u201d and \u201cguichet unique\u201d also describe different stages. The greffe is the registry office that processes the company registration information for the RCS. The guichet unique is the digital filing channel through which the incorporation formalities are submitted; INPI operates that channel. The Kbis is the official extract showing the registered company\u2019s identity and registration details. None of those labels proves, by itself, that a disputed lease was taken over. They establish that the company exists and help identify the date from which a takeover decision could be made.<\/p>\n The commercial lease rules must then be checked. Article L. 145-1 of the Commercial Code<\/a> applies the commercial lease regime to premises in which a business is operated, including premises used by a trader or industrial business registered with the RCS. The character of the premises and the business activity may affect the regime. A lease called \u201ccommercial\u201d in an email is not enough if the signed contract and actual use point elsewhere, but a founder should not postpone the liability analysis while debating that label.<\/p>\n A valid takeover is a corporate act with an identifiable route. For a SARL, Article R. 210-5 of the Commercial Code<\/a> provides that the statement of acts made for the company in formation is presented to the shareholders before the articles are signed, and that the statement is annexed to the articles. Its operative wording is: \u00ab Cet \u00e9tat est annex\u00e9 aux statuts, dont la signature emporte reprise des engagements par la soci\u00e9t\u00e9, lorsque celle-ci a \u00e9t\u00e9 immatricul\u00e9e au registre du commerce et des soci\u00e9t\u00e9s. \u00bb<\/span> A commercial lease should therefore be described precisely in the annex: landlord, premises, date, rent, deposit, term, guarantee, conditions precedent and the person who signed.<\/p>\n The SARL can also use a mandate in the articles or a separate instrument. Article R. 210-5<\/a> requires the mandate to identify the engagements and their terms. A vague instruction such as \u201cnegotiate premises\u201d is weaker than a mandate identifying the landlord, address, maximum rent, term, deposit and authority to sign. If the mandate is sufficiently determined, registration can bring about the takeover of the identified act. The person signing must remain inside the mandate; a materially different lease may not benefit from the same result.<\/p>\n For an SAS, the corresponding rule is in Article R. 210-6 of the Commercial Code<\/a>. The SAS constitution documents should record the lease in the statement of pre-registration acts or provide a clear mandate. The wording should avoid a generic authority that leaves the landlord, the premises or the economic commitment uncertain. A foreign shareholder or parent may approve the commercial decision, but the French company\u2019s corporate documents must still show how the registered company takes over the act under French law.<\/p>\n The third route is a post-registration decision by the competent corporate body. The precise body and majority depend on the form, the articles and the act. The decision should identify the lease, confirm the company\u2019s intention to take it over, authorise the representative to notify the landlord, and record the effective consequences for rent, deposit, insurance, fit-out works and guarantees. Send the signed decision and the Kbis to the landlord. If the lease contains a substitution clause or requires landlord consent, obtain that consent in the form required by the contract. A unilateral internal resolution may not amend a clause that expressly requires a tripartite amendment.<\/p>\n French public guidance gives the same operational warning. The Service-Public Entreprendre guidance on starting before registration<\/a> says: \u00ab Il est possible de d\u00e9marrer l’activit\u00e9 avant l’immatriculation de la soci\u00e9t\u00e9. Dans ce cas, il est important d’indiquer sur tous les documents la mention “Soci\u00e9t\u00e9 en cours de formation”. Il faut \u00e9galement r\u00e9diger une annexe aux statuts indiquant tous les actes pass\u00e9s avant la demande d’immatriculation. \u00bb<\/span> The English lesson is practical: use the correct capacity in every document and maintain one complete schedule of acts. A lease omitted from the schedule creates a preventable argument about what the company intended to take over.<\/p>\n The effect of a valid takeover is not the same as a new lease signed months later. The commitment is treated as having been made by the company from the origin, subject to the applicable formal route and the contract. This can preserve the commercial start date, rent-free period and negotiated conditions. It also means that the company should take a position on ancillary commitments. If the founder also ordered works, bought equipment or signed an insurance policy, each act needs its own analysis. Taking over the lease does not automatically take over every other contract connected with the premises.<\/p>\n The Supreme Court\u2019s current approach should be read with care. In Commercial Chamber, 29 November 2023, no. 22-12.865<\/a>, the Court held: \u00ab la validit\u00e9 de l’acte pass\u00e9 pour le compte d’une soci\u00e9t\u00e9 en formation n’implique pas, sauf les cas de dol ou de fraude, que la soci\u00e9t\u00e9 effectivement immatricul\u00e9e rev\u00eate la forme et comporte les associ\u00e9s mentionn\u00e9s, le cas \u00e9ch\u00e9ant, dans l’acte litigieux. \u00bb<\/span> The decision prevents an overly rigid objection based only on a change of form or shareholders. It does not remove the need to prove that the act was made for the company in formation and that a legally recognised takeover occurred.<\/p>\n Before registration, ask the landlord to accept a signature block such as \u201cX, acting in the name and for the account of [proposed company], a company in formation\u201d, followed by the proposed form and registered office. Add a schedule of acts to the articles, or prepare the mandate with concrete parameters. After registration, arrange the decision immediately rather than relying on rent payments as an informal signal. The founder should send the landlord a clean package: signed lease, corporate decision, Kbis, authority of the signatory and a statement of which commitments are covered. This is the simplest way to turn a dispute about intention into a document-based takeover.<\/p>\n For background on the preparation stage, a related guide on signing a French commercial lease before company registration<\/a> explains how the pre-registration signature should be documented. The present issue is narrower: what happens when the company is now registered but refuses to take over. Both pages should be read together, but the refusal creates a new liability and remedies question.<\/p>\n The article\u2019s practical corporate-formation hub is French company formation assistance for foreign founders<\/a>. It is useful when the lease problem is part of a larger incorporation file involving the registered office, bank account, tax registration or the first employment relationship. A founder should not let a lease dispute obscure a separate deadline in the company\u2019s legal calendar.<\/p>\n A refusal produces a liability map, not an automatic cancellation. Start with the lease and identify the named tenant, the capacity in which each person signed, any guarantee, and the takeover clause. If the company refuses to take over but occupies the premises, pays rent, installs equipment or presents itself to the landlord as tenant, those facts may help prove the parties\u2019 intention. They do not always replace the formal takeover route. Conversely, if the landlord rejects the company as tenant and pursues the founder, the founder must not assume that a Kbis alone will defeat the claim.<\/p>\n The leading warning appears in Commercial Chamber, 6 December 2005, no. 03-16.853<\/a>. The Court stated: \u00ab la reprise d’un bail conclu au nom d’une soci\u00e9t\u00e9 en formation ne saurait r\u00e9sulter de ce que tous les associ\u00e9s ont concouru \u00e0 la signature du bail et ont express\u00e9ment donn\u00e9 leur accord \u00e0 l’engagement souscrit en le ratifiant. \u00bb<\/span> In other words, all shareholders signing or later expressing agreement is not necessarily one of the recognised takeover mechanisms. The file needs the annexed statement, a sufficiently precise mandate or a post-registration decision, depending on the route.<\/p>\n In Civil Chamber 3, 13 July 2011, no. 10-18.640<\/a>, the Court\u2019s reasoning records that the company had \u201cexplicitly taken over the commitments of its founders\u201d and was the tenant of the lease. The exact phrase is: \u00ab la soci\u00e9t\u00e9 P\u00e9ch\u00e9 Mignon, qui avait explicitement repris les engagements de ses fondateurs, \u00e9tait preneur du bail \u00bb<\/span>. The contrast with a refusal is direct. An express takeover can make the company the tenant; a founder\u2019s assumption that everyone understood the arrangement is weaker.<\/p>\n Do not treat rent payments as a universal answer. In Commercial Chamber, 15 January 2020, no. 17-28.127<\/a>, the Court accepted a substitution in circumstances showing that the parties intended the company to replace the individual when the lease was signed and that the company had in fact substituted itself in the usual acts of performance. The relevant wording is: \u00ab les parties avaient la volont\u00e9 de substituer la soci\u00e9t\u00e9 40 BC \u00e0 M. P… lors de la signature du bail et que, de fait, la soci\u00e9t\u00e9 40 BC s’\u00e9tait bien substitu\u00e9e \u00e0 lui dans tous les actes d’ex\u00e9cution de ce contrat habituellement accomplis par un preneur \u00bb<\/span>. That is a fact-sensitive finding, not permission to ignore the statutory documents. Payments, invoices and occupation should be preserved as evidence, while the formal corporate decision is still sought.<\/p>\n The distinction between the lease and fit-out works can be decisive. In Civil Chamber 3, 30 March 2023, no. 21-25.920<\/a>, the Court held: \u00ab la reprise d’un bail commercial<\/a> conclu au nom d’une soci\u00e9t\u00e9 alors qu’elle \u00e9tait en formation, n’emporte pas reprise des march\u00e9s de travaux conclus par des tiers pour l’am\u00e9nagement du bien lou\u00e9 du seul fait que le bail oblige le preneur \u00e0 effectuer ces travaux. \u00bb<\/span> A company can therefore argue that it took over the lease while a contractor, architect or supplier remains tied to a different pre-registration act. Create a separate list for works orders, deposits, equipment, utilities, insurance and professional fees.<\/p>\n The legal regime of the premises also affects the exit calculation. Article L. 145-4 of the Commercial Code<\/a> provides that the lease term cannot be less than nine years, while the tenant has a right to give notice at the end of a three-year period subject to the required notice period and formalities, unless a statutory or contractual exception applies. Article L. 145-9<\/a> states: \u00ab Par d\u00e9rogation aux articles 1736 et 1737 du code civil, les baux de locaux soumis au pr\u00e9sent chapitre ne cessent que par l’effet d’un cong\u00e9 donn\u00e9 six mois \u00e0 l’avance ou d’une demande de renouvellement. \u00bb<\/span> It further requires an extrajudicial act for notice. The founder should check the lease\u2019s term, break dates, notice channel and any early termination clause before promising an exit date.<\/p>\n A useful liability matrix has at least five lines. First, base rent and service charges usually follow the named tenant until takeover, valid assignment, termination or another release. Second, the security deposit follows the lease and may be lost or returned according to the contract and the condition of the premises. Third, a personal guarantee can survive a corporate dispute and must be read independently. Fourth, works and supplier invoices require their own takeover analysis. Fifth, taxes, insurance, utilities and reinstatement costs may be allocated by separate clauses. The landlord\u2019s claim, the company\u2019s internal claim against its founder and the founder\u2019s claim against the company are not automatically the same claim.<\/p>\n A director\u2019s refusal can create internal consequences, but it does not necessarily release the original signatory against the landlord. If the company received the benefit of the premises, the parties should examine whether its conduct, a substitution clause, an assignment, a novation or an express takeover supports a claim. If the company never occupied the premises and the founder signed personally, the founder\u2019s negotiation position may be poorer, but the company may still have breached an internal mandate or shareholder agreement. The correct defendant and remedy depend on documents, not on the job title used in an email.<\/p>\n Likewise, a foreign parent, investor or co-founder is not automatically liable because it approved the project. Liability may arise from its signature, guarantee, mandate, fraud or another independent undertaking. A group chart cannot substitute for the lease\u2019s signature page. Keep proof of who authorised the premises, who paid the deposit, which entity received invoices, and which entity held the insurance. This evidence can support a negotiated allocation even where it does not, by itself, prove a statutory takeover.<\/p>\n The founder should use a staged response. The aim is to secure the premises or release the personal signatory before arrears, penalties or enforcement costs accumulate. The following sequence is designed for a foreign founder who may be managing the French company from abroad and who needs an auditable file for the landlord, the company\u2019s accountants and counsel.<\/p>\n Cross-border execution adds practical risks. A founder in the United Kingdom, the United States or another country may sign through an electronic platform, a power of attorney or a board resolution. Verify the platform\u2019s audit trail, the signer\u2019s authority and the version of the document sent to the landlord. If a French landlord asks for a certified translation or evidence of authority, address that request early. The existence of a foreign shareholder does not change the French rules on the company\u2019s registration and takeover, but it can make proof slower when the original corporate decision is held abroad.<\/p>\n The 2005 decision also shows why a later \u201cratification\u201d email should not be treated as enough. In Commercial Chamber, 13 December 2011, no. 11-10.699<\/a>, the Court required the lower court to establish that one of the recognised formalities had actually been completed, stating: \u00ab sans avoir constat\u00e9 l’accomplissement r\u00e9gulier de l’une ou l’autre des formalit\u00e9s pr\u00e9cit\u00e9es, la cour d’appel n’a pas donn\u00e9 de base l\u00e9gale \u00e0 sa d\u00e9cision \u00bb<\/span>. The safest correction is therefore a formal, dated and authorised corporate act, followed by communication to the landlord and a written amendment when the lease requires one.<\/p>\n There is also a difference between curing a defective takeover and manufacturing a new tenant after a dispute has begun. If the landlord has already served a demand or started proceedings, obtain advice before signing a document that changes the tenant, waives a defence or acknowledges arrears. A settlement can be valuable, but it should say whether it releases the individual, whether the company becomes the sole tenant, how historic rent is allocated and whether the deposit is transferred. Without those details, the founder may exchange one ambiguous document for another.<\/p>\n Finally, match the remedy to the business objective. If the premises are strategically necessary, the priority is a rapid company takeover and a landlord confirmation. If the company has changed its plan, the priority is an agreed surrender and release. If the company used the premises but refuses the legal commitment, the priority may be a formal demand and recovery of the founder\u2019s payments. If the lease was personally signed and the landlord will not release the founder, the priority is to calculate the exit date, negotiate the guarantee and protect against arrears. A single letter cannot solve all four situations.<\/p>\n A French company\u2019s refusal to take over a commercial lease signed before registration does not make the lease disappear. The first signatory may remain personally and indefinitely liable for the commitment, particularly where the lease names that person or where no valid takeover route can be proved. The registered company can normally take over a pre-registration act through the statement annexed to the articles, a sufficiently precise mandate or a properly adopted post-registration decision, subject to the lease and any required landlord consent.<\/p>\n For a foreign founder, the decisive work is documentary. Separate the lease from works and supplier contracts, preserve the four key dates, identify every signatory and guarantee, and obtain a formal corporate position. Then choose between a confirmed takeover, a tripartite amendment, a negotiated exit or a claim based on the company\u2019s conduct and obligations. Rent should not be stopped without a plan, and a notice should respect the commercial lease\u2019s formal requirements. A complete file gives the landlord, the company and the court a reliable answer to the central question: which entity accepted which commitment, and when?<\/p>\n Book a telephone consultation within 48 hours with a lawyer from our firm.<\/p>\n We can review the lease, the company\u2019s takeover documents and your personal exposure, then identify the next practical step.<\/p>\nI. What does a commercial lease signed before French company registration legally do?<\/h2>\n
A. Why the founder remains bound until the company takes over<\/h3>\n
B. How a French SAS or SARL can take over the lease after registration<\/h3>\n
II. What should a foreign founder do when the company refuses to take over?<\/h2>\n
A. Who pays rent, deposit, works and exit costs?<\/h3>\n
B. How to cure the file, negotiate an exit or start a claim<\/h3>\n
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Conclusion<\/h2>\n
Need a quick opinion on your case<\/h2>\n