Commercial Leases/Business Goodwill

Under the terms of Article L. 145-1, I of the Commercial Code, the protection mechanism for commercial leases applies either to the merchant or manufacturer registered in the trade and companies register, or to the business owner registered in the trades directory . The registration must be carried out for the activity conducted in the leased premises .

If registration in the trade and companies  …

Legal requirement

Under the terms of Article L. 145-1, I of the Commercial Code, the protection mechanism for commercial leases applies either to the merchant or manufacturer registered in the trade and companies register, or to the business owner registered in the trades directory . The registration must be carried out for the activity conducted in the leased premises .

If registration in the trade and companies register is not a constitutive element of the business assets , it is nevertheless a necessary condition for benefiting from the status of commercial leases , which the lessee must prove , but only concerning the renewal of the commercial lease  and the payment of eviction compensation . Also, when no clause of the lease requires the lessee's registration in the register, the lack of registration, which does not constitute a breach of contractual clauses, does not justify its termination . The absence of registration does not prevent, within the framework of a derogatory lease and when the lessee is left in possession of the commercial premises at its expiration, a new nine-year lease from coming into effect, governed by the provisions relating to the status of commercial leases .

The registration of the tenant in the trade and companies register or the trades directory is not a condition for entering into a commercial lease. However, it becomes necessary when the tenant claims the protection of the status during the lease . Finally, the absence of registration in the trade and companies register has no consequence when the lease is commercial only by the will of the parties who have knowingly chosen the status of commercial leases .

Cass. 3e civ., 12 July 2000, LawLex202100001401JBJ.

CA Caen, 7 March 2024, LawLex202400002229JBJ.

Cass. 3e civ., 9 December 2008, LawLex202100001544JBJ, in this case, the lessor had signed a lease containing commercial provisions with a non-trader, demonstrating their intention to extend the status of commercial leases to their situation at hand.

Cass. 3e civ., 1 February 1995, LawLex202100001296JBJ.

Cass. 3e civ., 30 January 2002, LawLex202100001381JBJ; 19 November 2015, LawLex202100001387JBJ; CA Paris, 4 April 2024, LawLex202400002964JBJ.

CA Paris, 4 April 2024, LawLex202400002962JBJ.

Cass. 3e civ., 1 October 1997, LawLex202100001400JBJ.

Cass. 3e civ., 3 May 2011, LawLex202100001384JBJ ; CA Caen, 7 March 2024, LawLex202400002229JBJ, previously.

Cass. 3e civ., 29 April 1997, LawLex202100001309JBJ.

Cass. 3e civ., 30 April 1997, LawLex202100001312JBJ ; 25 October 2018, LawLex202100001388JBJ.

Cass. 3e civ., 7 November 1990, LawLex202100001294JBJ, in this case, the lessee had been removed from the trade and companies register and had ceased all activity on the leased premises since that date before transferring its business, including the leasehold right, to a company that intended to conduct activities on the premises other than those authorized by the lease.

Commercial Leases/Business Goodwill

34. Legal requirement

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Les notions juridiques connexes

34. Legal requirement

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Les notions juridiques connexes

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