Assigning a French commercial lease, on its own or together with the business, means complying with the lease, obtaining the landlord’s approval where the lease requires it, and understanding the guarantee the outgoing tenant may still owe for three years. Maître Léa Scemama advises the outgoing tenant, the incoming tenant or the landlord, drafts the deed of assignment and handles the formalities, in English. The firm acts throughout France. This page complements our commercial lease lawyer page, which covers the lease from signature to court.
Instructing the firm on a lease assignment
| Your case | What the firm provides |
|---|---|
| Getting started | A call back within 24 working hours, then a first conversation, by video call if you are abroad, to review the lease, its assignment clause, the permitted use and the timetable. |
| Fees | An indicative range of €1,000 to €2,500 excluding VAT for the review, negotiation and drafting, set out in a fee agreement signed before any work starts. |
| Outside Paris | Throughout France. Outside the area of the Paris Court of Appeal, a local lawyer goes on the record where the law requires it (Law of 31 December 1971, article 5). The firm remains your point of contact. |
| Follow-up | One point of contact, Maître Léa Scemama, from the review of the lease to signature and the formalities that follow, with updates in English. |
Assigning the lease alone or with the business
An assignment to the buyer of the business can never be prohibited: any term preventing the tenant from assigning its lease to the buyer of its business is treated as if it had never been written (article L. 145-16 of the Commercial Code). An assignment of the lease alone, without the business, can however be strictly controlled by the lease: landlord approval of the new tenant, the landlord taking part in the deed, a joint and several guarantee from the outgoing tenant.
The difference matters from the start: an incoming tenant who only takes over the premises, to run a different activity there, depends entirely on what the lease allows, and often on the landlord’s consent.
The two transactions compared
| Question | Assignment with the business | Assignment of the lease alone | Source |
|---|---|---|---|
| Can the lease prohibit the assignment? | No, such a term is treated as unwritten | The lease can make it subject to strict conditions | Commercial Code, art. L. 145-16 |
| Landlord approval clause | Valid, but it cannot be used to block the sale on principle | Applied as written | Commercial Code, art. L. 145-16 |
| Joint and several guarantee from the outgoing tenant | Enforceable for three years from the assignment | Enforceable for three years from the assignment | Commercial Code, art. L. 145-16-2 |
| Inventory of condition | Drawn up jointly on the assignment | Drawn up jointly on the assignment | Commercial Code, art. L. 145-40-1 |
| Pre-emption right of the local authority | Must be cleared if the premises lie in a protected retail area | Must be cleared if the premises lie in a protected retail area | Town Planning Code, art. L. 214-1 |
For the sale of the business itself, its price, the escrow and the formalities that apply to the business, see our lawyer for the sale of a business page.
Lease clauses to check before you assign
Before signing a preliminary agreement, the lease is read clause by clause. These points decide whether the deal works and at what price:
- The assignment clause: prior approval of the new tenant, how the request must be made, the landlord taking part in the deed.
- The outgoing tenant’s joint and several guarantee: its scope and length, within the three-year limit set by law (article L. 145-16-2 of the Commercial Code).
- The permitted use clause: the incoming tenant’s activity must fall within what the lease allows, otherwise a change of use will be needed, which we cover on our commercial lease page.
- Any right of first refusal or pre-emption in favour of the landlord, and the time it has to reply.
- The expiry date of the lease and the next three-year break, which directly affect what the lease is worth.
The outgoing tenant’s joint and several guarantee
Many leases provide that the outgoing tenant remains liable, jointly and severally with the new tenant, for the rent. The law limits this guarantee: the landlord can only rely on it for three years from the assignment (article L. 145-16-2 of the Commercial Code), and must tell the outgoing tenant of any payment default by the new tenant within one month of the date the sum was due (article L. 145-16-1).
For the outgoing tenant, the aim is to limit the guarantee in the deed and keep an eye on the new tenant; for the landlord, to check the new tenant’s financial standing before approving the assignment.
Formalities of a commercial lease assignment
| Formality | When and how | Source |
|---|---|---|
| Landlord approval | Where the lease requires it, in the form and within the time it sets | The lease |
| Landlord taking part in the deed | Where the lease requires it | The lease |
| Inventory of condition | Drawn up jointly by the parties or, failing that, by a judicial officer, with the cost split equally | Commercial Code, art. L. 145-40-1 |
| Clearing the local authority’s pre-emption right | Where the premises lie in a protected retail and craft area | Town Planning Code, art. L. 214-1 |
What the lease is worth
The price is freely agreed between the outgoing and incoming tenants. It depends on the location, the gap between the current rent and the market rental value, how long the lease has left to run and how broad the permitted use is: a rent below market and a broad permitted use increase what the lease is worth.
When the lease is close to expiry, its value also depends on the terms of its renewal, which we cover on our commercial lease renewal lawyer page.
What the lawyer does in a lease assignment
| You are | What the firm does |
|---|---|
| Outgoing tenant | Reviews the lease and its assignment clause, requests the landlord’s approval, negotiates the price and the guarantee, drafts the deed |
| Incoming tenant | Audits the lease (permitted use, rent, charges, expiry), checks any notices already served, negotiates the terms and the inventory of condition |
| Landlord | Checks the new tenant’s standing, answers the approval request, takes part in the deed, monitors the outgoing tenant’s guarantee |
Questions about assigning a commercial lease in France
Can the landlord refuse the assignment of my commercial lease?
If you are assigning the lease to the buyer of your business, the lease cannot prohibit it: such a term is treated as unwritten (article L. 145-16 of the Commercial Code). An approval clause remains valid but cannot block the sale on principle. An assignment of the lease alone can, however, be strictly controlled by the lease.
How long does the outgoing tenant remain liable?
Three years at most from the assignment where the lease provides for a joint and several guarantee (article L. 145-16-2 of the Commercial Code). The landlord must tell the outgoing tenant of any unpaid rent within one month of the due date (article L. 145-16-1).
Is an inventory of condition required on an assignment?
Yes. The parties draw it up jointly or, failing that, a judicial officer does, with the cost split equally (article L. 145-40-1 of the Commercial Code).
How much does a lawyer cost for a lease assignment?
The indicative range is €1,000 to €2,500 excluding VAT for the review, negotiation and drafting. The amount is set in a fee agreement signed before any work starts.
In the same area of law
- Commercial leases: our main page, from negotiation to court.
- Lease renewal and eviction compensation: notices, renewal requests and the rent of the renewed lease.
- Sale of a business: selling the business, its price and formalities.
Written by Maître Léa Scemama, member of the Paris Bar, Miraï Avocats. This page sets out the law as it stood on the date it was last updated. It is general information, not advice on your particular situation.
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