Commercial leases

A derogatory status, applicable to commercial leases concluded by a trader for the purposes of his activity, was created by the law of 30 June 1926 in order to confer greater protection on the trader tenant. The principles of the law were taken up by the  Decree of 30 September 1953 which was codified by the Commercial Code in Articles L. 145-1 et seq. of the Commercial Code.

In particular, the merchant has the right to obtain the renewal of the commercial lease or, failing that, an eviction indemnity which will compensate either the loss of value of the land which will compensate for his damage if he is forced to leave the premises of the operation or the cost of his relocation if the existence of his business is not threatened. This status gives the lessee significant power over the lessor and represents a limit to the lessor’s right of ownership, qualified as commercial property of the lessee.
We reproduce below the provisions of the Commercial Code which include the essence of the status of commercial leases.

See here our page “managing a commercial lease” as well as our video on the theme  “Negotiating a commercial lease”.

Article L145-1

I.- The provisions of this chapter apply to the leases of buildings or premises in which a goodwill is operated, whether this goodwill belongs to a trader or an industrialist registered in the Trade and Companies Register, or to a head of a company registered in the trade register, carrying out acts of trade or not, and in addition:

  •  Leases of premises or buildings ancillary to the operation of a business when their deprivation is likely to compromise the operation of the land and they belong to the owner of the premises or building where the main establishment is located. In the event of multiple owners, the ancillary premises must have been rented in full view of the lessor for joint use;
  • On leases of bare land on which have been built – either before or after the lease – constructions for commercial, industrial or artisanal use, provided that these constructions have been raised or exploited with the express consent of the owner

.II. – If the fund is operated in the form of lease-management pursuant to Chapter IV of this Title, the owner of the fund nevertheless benefits from these provisions without having to prove registration in the Trade and Companies Register or the Trade Register.

Here are – If the lease is granted to several lessees or co-owners, the operator of the business or craft land benefits from the provisions of this chapter, even in the absence of registration in the Trade and Companies Register or in the business register of its co-owners or co-owners who do not operate the land.
In the event of the death of the holder of the lease, these same provisions apply to his heirs or assigns who, although not operating a business or craft business, request the maintenance of the registration of their successor in title for the purposes of his succession.

Leasehold rights

I.-The provisions of this chapter shall also apply to:

Leases

  • of premises or buildings housing educational institutions;

    • Leases

  •  granted to municipalities for buildings or premises assigned, either at the time of rental, or subsequently and with the express or tacit consent of the owner, to services operated on a commercial basis;
  • Leases of buildings or main or ancillary premises, necessary for the continuation of the activity of public enterprises and public establishments of an industrial or commercial nature, within the limits defined by the laws and regulations that govern them and provided that these leases do not involve any right of way over the public domain;
  • Subject to the provisions of Article L. 145-26 to the leases of premises or buildings belonging to the State, local authorities and public institutions, in the event that these premises or buildings comply with the provisions of Article L. 145-1 or 1° and 2° above;
  • Leases of buildings housing either cooperative societies having the commercial form or a commercial purpose, or cooperative credit societies, or savings and provident funds;
  • The leases of the premises granted to artists admitted to contribute to the social security fund of the house of artists and recognized authors of graphic and plastic works, as defined by Article 98 A of Annex III of the General Tax Code;
  • By way of derogation from Article 57 A of Law No. 86-1290 of 23 December 1986 tending to promote rental investment, access to the ownership of social housing and the development of land supply, to the leases of premises assigned to exclusively professional use if the parties have conventionally adopted this regime

Here are-However, the provisions of this chapter are not applicable to precarious occupancy permits granted by the administration on a building acquired by it following a declaration of public utility. They are also not applicable, during the one-year period mentioned in the first paragraph of Article L. 214-2 of the Urban Planning Code, to artisanal funds, goodwill or commercial leases pre-empted pursuant to Article L. 214-1 of the same Code.
The lessee who has applied to benefit from his pension rights under the social scheme to which he is affiliated or who has been admitted to the benefit of a disability pension granted under this social scheme has the right to give leave in the forms and time limits of Article L. 145-9.

The provisions of the preceding paragraph shall apply to the sole shareholder of a single-member limited liability company, or to the majority manager for at least two years of a limited liability company, when the latter is the holder of the lease.

Leasehold rights

The provisions of this chapter shall not apply to long-term leases, except with regard to the revision of the rent. However, they apply, in the cases provided for in Articles L. 145-1 and L. 145-2, to leases entered into by the emphyteutis, provided that the duration of the renewal granted to their sub-tenants does not have the effect of extending the occupation of the premises beyond the expiry date of the emphyteutic lease.
Article L145-4
The duration of the rental contract may not be less than nine years.
However, in the absence of an agreement to the contrary, the Lessee has the option of giving notice at the end of a three-year period, in the form and within the period of Article L. 145-9.
The lessor has the same option if it intends to invoke the provisions of Articles L. 145-18, L. 145-21, L. 145-23-1 and L. 145-24 in order to build, rebuild or raise the existing building, to reallocate the ancillary living space for this use or to carry out work prescribed or authorized as part of a real estate restoration operation and in the event of demolition of the building as part of an urban renewal project.
The lessee who has applied to benefit from his pension rights under the social scheme to which he is affiliated or who has been admitted to the benefit of a disability pension granted under this social scheme has the right to give leave in the forms and time limits of Article L. 145-9.
The provisions of the preceding paragraph shall apply to the sole shareholder of a single-member limited liability company, or to the majority manager for at least two years of a limited liability company, when the latter is the holder of the lease.

Leasehold rights

The parties may, upon entering the premises of the lessee, derogate from the provisions of this chapter provided that the total duration of the lease or successive leases is not more than two years.
If, at the end of this period, the lessee remains and is left in possession, a new lease shall be entered into, the effect of which shall be governed by the provisions of this chapter.
The same applies , at the end of this period, in the event of express renewal of the lease or conclusion, between the same parties, of a new lease for the same premises.
The provisions of the two preceding paragraphs are not applicable if it is a seasonal rental.
The prices and ancillary conditions of the lease may be modified at the request of the most diligent party.

Leasehold rights

The lessor of premises for commercial, industrial or artisanal use may, during the original lease or a renewed lease, take over the premises in whole or in part to carry out work requiring the evacuation of the premises included in a sector or perimeter provided for in Articles L. 313-4 and L. 313-4-2 of the Town Planning Code and authorised or prescribed under the conditions provided for in said articles, if he offers to transfer the lease to an equivalent premises in the same building or in another building. This offer specifies the characteristics of the premises offered, which must allow the continuation of the exercise of the previous activity of the tenant. The offer must be notified one year in advance.
The lessee must, within two months, either make known his acceptance or refer the reasons for his refusal to the competent court, failing which he is deemed to have accepted the offer.
Article L145-7
The tenant whose lease is postponed is entitled to dispossession compensation which includes compensation for the harmful consequences of the temporary deprivation of enjoyment, taking into account, if necessary, the temporary installation carried out at the expense of the lessor and the reimbursement of his normal moving and resettlement costs.
When the offer has been accepted or recognized as valid by the competent court, and after the expiry of the period of one year from the ratification of the offer, the tenant must leave the premises as soon as the offered premises are actually made available and the payment of a provisional indemnity, the amount of which is fixed in the forms provided for in Article L. 145-19.
The prices and ancillary conditions of the lease may be modified at the request of the most diligent party.

Article L145-7-1

Commercial leases signed between the owners and operators of tourist residences mentioned in Article L. 321-1 of the Tourism Code are for a minimum period of nine years, without the possibility of termination at the end of a three-year period.

Leasehold rights

The right to the renewal of the lease can only be invoked by the owner of the land that is operated on the premises.
The converted fund, if any, under the conditions provided for in section 8 of this chapter, must, except for legitimate reasons, have been the subject of effective operation during the three years preceding the date of expiry of the lease or its renewal as provided for in Article L. 145-9, the latter date being either the date for which the leave was given, or, if a request for renewal has been made, the first day of the calendar quarter following this request.

Leasehold rights

By way of derogation from Articles 1736 and 1737 of the Civil Code, leases of premises subject to the provisions of this chapter shall cease only by the effect of a leave given for the last day of the calendar quarter and at least six months in advance.
In the absence of leave or a request for renewal, the lease made in writing shall continue by tacit agreement beyond the term fixed by the contract, in accordance with Article 1738 of the Civil Code and subject to the reservations provided for in the preceding paragraph.
The tenancy agreement, the duration of which is subject to an event whose occurrence entitles the landlord to request termination, shall only be terminated after nine years by giving six months’ notice to expire on the last day of the calendar quarter. This notification must mention the completion of the event stipulated in the contract. Where a tenancy agreement covers several periods, if the landlord terminates the agreement at the end of the first nine years or at the end of one of the subsequent periods, notice must be given within the time limits specified in the first paragraph above. Leave must be given by extrajudicial act. It must, on pain of nullity, specify the reasons for which it is given and indicate that the tenant who intends either to contest the leave or to request the payment of an eviction indemnity, must refer the matter to the court before the expiry of a period of two years from the date for which the leave was given.

Article L145-10

In the absence of leave, the tenant who wants to obtain the renewal of his lease must make the request either within the six months preceding the expiry of the lease, or, where applicable, at any time during its renewal.
The application for renewal must be served on the lessor by extrajudicial document. Unless otherwise stipulated or notified by the latter, it may, as well as to himself, be validly addressed to him in the person of the manager, who is deemed to be entitled to receive it. If there are several owners, the request addressed to one of them is valid, unless otherwise stipulated or notified, with regard to all.
It must, on pain of nullity, reproduce the terms of the paragraph below.
Within three months of service of the renewal application, the lessor must, in the same manner, inform the applicant if it refuses the renewal, specifying the reasons for this refusal. In the absence of having made known its intentions within this period, the lessor is deemed to have accepted the principle of the renewal of the previous lease.
The extrajudicial act notifying the refusal of renewal must, on pain of nullity, indicate that the tenant who intends either to contest the refusal of renewal or to request the payment of an eviction indemnity, must refer the matter to the court before the expiry of a period of two years from the date on which the refusal of renewal is served.

Leasehold rights

The lessor who, without being opposed to the principle of renewal, wishes to obtain a modification of the price of the lease must, in the leave provided for in Article L. 145-9 or in the response to the renewal request provided for in Article L. 145-10, make known the rent that he proposes, failing which the new price is due only from the request that is made subsequently according to the terms defined by decree in the Council of State.

Leasehold rights

The duration of the renewed lease is nine years unless the parties agree for a longer period.
The provisions of the second and third paragraphs of Article L. 145-4 shall apply during the renewed lease.
The new lease takes effect from the expiry of the previous lease, or, if applicable, its renewal, the latter date being either the one for which the leave was given, or, if an application for renewal has been made, the first day of the calendar quarter following this application.
However, where the lessor has notified, either by leave or by refusal to renew, his intention not to renew the lease, and if, subsequently, he decides to renew it, the new lease shall take effect from the day on which this acceptance was notified to the lessee by extrajudicial act.

Leasehold rights

Subject to the provisions of the Law of 28 May 1943 relating to the application to foreigners of the laws on rental leases and farm leases, the provisions of this section may not be invoked by traders, industrialists or persons registered in the register of trades of foreign nationality, acting directly or through an intermediary, unless, during the wars of 1914 and 1939, they fought in the French or Allied armies, or they have children having the status of French.
The preceding paragraph shall not apply to nationals of a Member State of the European Community or of a State party to the Agreement on the European Economic Area.

Leasehold rights

The lessor may refuse the renewal of the lease. However, the lessor must, with the exceptions provided for in Articles L. 145-17 et seq., pay the evicted tenant a so-called eviction indemnity equal to the damage caused by the lack of renewal.
This compensation includes in particular the market value of the business, determined according to the customs of the profession, possibly increased by the normal costs of moving and resettlement, as well as the costs and transfer duties to be paid for a business of the same value, except in the case where the owner proves that the damage is less.

Leasehold rights

Clauses, stipulations and arrangements that have the effect of thwarting the right of renewal established by this chapter or the provisions of Articles L. 145-4, L. 145-37 to L. 145-41, the first paragraph of Article L. 145-42 and Articles L. 145-47 to L. 145-54 shall be null and void in any form whatsoever.
Article L145-16
Also void, whatever the form, are agreements to prohibit the lessee from transferring his lease or the rights he holds under this chapter to the purchaser of his business or his company.
In the event of a merger of companies or a contribution of part of the assets of a company carried out under the conditions provided for in Article L. 236-22, the company resulting from the merger or the company benefiting from the contribution is, notwithstanding any stipulation to the contrary, substituted for that for the benefit of which the lease was granted in all the rights and obligations arising from this lease.
In the event of an assignment, merger or contribution, if the guarantee obligation can no longer be ensured under the terms of the agreement, the court may substitute any guarantees it deems sufficient.

Article L145-46

  • I. – The lessor may refuse the renewal of the lease without being required to pay any compensation:
  • If it justifies a serious and legitimate reason against the outgoing tenant. However, if it is either the non-performance of an obligation, or the cessation without serious and legitimate reason of the exploitation of the land, taking into account the provisions of Article L. 145-8, the infringement committed by the Lessee may only be invoked if it has continued or renewed more than one month after formal notice to the Lessor to have it stopped. This formal notice must, on pain of nullity, be made by extrajudicial act, specify the reason invoked and reproduce the terms of this paragraph;
  •  If it is established that the building must be totally or partially demolished as being in a state of unsanitary condition recognized by the administrative authority or if it is established that it can no longer be occupied safely because of its condition.

Here are – In the event of reconstruction by the owner or his successor in title of a new building comprising commercial premises, the tenant has the right of priority to rent in the reconstructed building, under the conditions provided for in Articles L. 145-19 and L. 145-20.

Article L145-46

The lessor has the right to refuse the renewal of the lease to build or rebuild the existing building, subject to paying the evicted tenant the eviction indemnity provided for in Article L. 145-14.
The same applies to carrying out work requiring the evacuation of the premises included in a sector or perimeter provided for in Articles L. 313-4 and L. 313-4-2 of the Urban Planning Code and authorised or prescribed under the conditions provided for in said articles.
However, the lessor may evade payment of this compensation by offering the evicted tenant premises corresponding to his needs and possibilities, located in an equivalent location.
If necessary, the tenant receives compensation for his temporary deprivation of use and the loss of value of his land. He is also reimbursed for his normal moving and moving expenses.
When the lessor invokes the benefit of this article, he must, in the deed of refusal of renewal or in the leave, refer to the provisions of paragraph 3 and specify the new rental conditions. The tenant must, within three months, either make known by extrajudicial act his acceptance, or refer the matter to the competent court under the conditions provided for in Article L. 145-58.
If the parties only disagree on the terms of the new lease, they shall be determined in accordance with the procedure provided for in Article L. 145-56.
Article L145-19
To benefit from the right of priority provided for in Article L. 145-17, the tenant must, on leaving the premises or, at the latest within three months, notify the owner of his wish to use it, by extrajudicial act, by making him known his new domicile; he must likewise notify, under penalty of forfeiture, any new change of domicile.
The landlord who has received such a notification must, before renting or occupying a new premises himself, similarly notify the tenant that he is ready to grant him a new lease. In the absence of agreement between the parties on the terms of this lease, they shall be determined in accordance with the procedure provided for in Article L. 145-56.
The tenant has a period of three months to decide or refer the matter to the competent court. This period must, on pain of nullity, be indicated in the notification referred to in the preceding paragraph. After this period, the owner may dispose of the premises.
The owner who does not comply with the provisions of the preceding paragraphs is liable, at the request of his tenant, to the payment of damages to the latter.

Article L145-20

When the reconstructed building, under the conditions provided for in Article L. 145-17, has an area greater than that of the original building, the right of priority is limited to premises having an area equivalent to that of the premises previously occupied or likely to meet the same commercial needs as the latter.
When the reconstructed building does not allow the relocation of all occupants, preference is given to tenants with the oldest leases who have made known their intention to occupy the premises.

Article L145-21

The owner may also postpone for a maximum period of three years the renewal of the lease, if he proposes to raise the building and if this elevation makes it necessary to temporarily evict the tenant. The latter is entitled, in this case, to compensation equal to the damage suffered without being able to exceed three years’ rent.

Article L145-22

The lessor may refuse the renewal of the lease exclusively on the part concerning the ancillary residential premises of the commercial premises to live there himself or to have them live by his spouse, his ascendants, his descendants or those of his spouse, provided that the beneficiary of the takeover does not have a dwelling corresponding to his normal needs and those of his family members habitually living or domiciled with him.
However, the recovery under the conditions indicated above may not be exercised on premises assigned for hotel use or furnished rental, nor on premises for hospital or teaching use.
Similarly, the takeover may not be exercised when the tenant establishes that the deprivation of use of the residential premises brings a serious disturbance to the operation of the land or when the commercial premises and the residential premises form an indivisible whole.
When the building has been acquired for consideration, the lessor may only benefit from the provisions of this article if his deed of acquisition was certain more than six years before the refusal of renewal.
The beneficiary of the right of repossession is required to make available to the tenant whose premises he takes over, the accommodation which, if necessary, could be made vacant by the exercise of this right.
In the case of partial recovery provided for in this article, the rent of the renewed lease takes into account the damage caused to the tenant or his beneficiary in the exercise of his activity.
Unless there is a legitimate reason, the beneficiary of the takeover must personally occupy the premises within six months from the date of departure of the evicted tenant and for a minimum period of six years, failing which the evicted tenant is entitled to eviction compensation in relation to the size of the premises taken over.

Article L145-2

The provisions of Article L. 145-22 are not applicable to donors of foreign nationality, acting directly or through an intermediary, unless, during the wars of 1914 and 1939, they fought in the French or allied armies, or they have children who are French.
The preceding paragraph shall not apply to nationals of a Member State of the European Community or of a State party to the Agreement on the European Economic Area.

Article L145-23-1

The lessor may, at the end of a three-year period, in the forms provided for in Article L. 145-9 and at least six months in advance, take back the residential premises rented incidentally to the commercial premises if they are not assigned to this residential use. The repossession may only be exercised if, after a period of six months following the leave issued for this purpose, the premises are not used for residential purposes.
However, the repossession under the conditions indicated in the first paragraph may not be exercised on premises assigned for hotel use or furnished rental, nor on premises for hospital or teaching use.
Similarly, the takeover may not be exercised when the tenant establishes that the deprivation of use of the residential premises brings a serious disturbance to the operation of the land or when the commercial premises and the residential premises form an indivisible whole.
In the case of partial recovery provided for in this article, the rent of the lease is reduced to take into account the areas cut off without this recovery in itself being able to constitute a significant modification of the elements of the rental value mentioned in article L. 145-33.

Article L145-24

The right to renewal is not enforceable against the owner who has obtained a permit to build a dwelling on all or part of one of the lands referred to in 2° of Article L. 145-1.
This right of repossession may, in any event, be exercised only on the part of the land essential for the construction. If it has the effect of obligatorily leading to the cessation of commercial, industrial or artisanal exploitation, the provisions of Article L. 145-18 shall apply.

See here our page “renewal of the commercial lease”.

Article L145-25

The owner or the principal tenant who, at the same time as he is the lessor of the premises, is the seller of the business that is exploited there and who has received the full price may refuse the renewal only at the expense of paying the eviction indemnity provided for in Article L. 145-14, unless he justifies a reason recognized as serious and legitimate against the lessee.

Article L145-26

The renewal of leases concerning buildings belonging to the State, local authorities and public institutions may not be refused without the owner authority being required to pay the eviction indemnity provided for in Article L. 145-14, even if its refusal is justified by a reason of public utility.

Article L145-27

In the event that it is established at the expense of the lessor that he has exercised the rights conferred on him by Articles L. 145-17 et seq. only with a view to fraudulently defeating the rights of the lessee, in particular by rental and resale operations, whether these operations are of a civil or commercial nature, the lessee is entitled to compensation equal to the amount of the damage suffered.

Article L145-28

No tenant entitled to eviction compensation may be forced to leave the premises before having received it. Until payment of this compensation, he is entitled to remain in the premises under the conditions and clauses of the expired lease agreement. However, the occupancy allowance shall be determined in accordance with the provisions of Sections 6 and 7, taking into account all elements of assessment.
By way of derogation from the preceding paragraph, in the only case provided for in the second paragraph of Article L. 145-18, the tenant must leave the premises as soon as a provisional indemnity is paid, fixed by the president of the tribunal de grande instance ruling in the light of an expert appraisal previously ordered in the forms fixed by decree in the Conseil d ‘Etat, in application of Article L. 145-56.

Article L145-29

In the event of eviction, the premises must be handed over to the lessor at the end of a period of three months following the date of payment of the eviction indemnity to the lessee himself or of notification to the latter of payment of the indemnity to a receiver. In the absence of agreement between the parties, the receiver is appointed by the judgment ordering payment of compensation or failing that by simple order on request.
The compensation is paid by the receiver to the tenant on his sole receipt, if there is no objection from the creditors and against delivery of the keys of the empty premises, upon justification of the payment of taxes, rents and subject to rental repairs.

Article L145-30

In the event of failure to hand over the keys on the date set and after formal notice, the receiver retains 1% per day of delay on the amount of the compensation and returns this withholding to the lessor on his sole receipt.
When the fortnightly period provided for in Article L. 145-58 has ended without the lessor having exercised his right of repentance, the eviction indemnity must be paid to the lessee or, possibly, to a receiver, within a period of three months from the date of an order made by extrajudicial act which must, on pain of nullity, reproduce this paragraph.

 Article L145-31

Unless otherwise stipulated in the lease or agreed by the lessor, any total or partial subletting is prohibited.
In the event of authorized subletting, the owner is called upon to participate in the deed.
When the rent of the sublease is higher than the price of the main rental, the owner has the right to demand a corresponding increase in the rent of the main rental, an increase which, in the absence of agreement between the parties, is determined according to a procedure fixed by decree in the Council of State, in application of the provisions of Article L. 145-56.
The tenant must inform the owner of his intention to sublet by extrajudicial act or by registered letter with acknowledgment of receipt. Within fifteen days of receipt of this notice, the owner must make known whether he intends to participate in the deed. If, despite the authorization provided for in the first paragraph, the lessor refuses or fails to respond, it has been ignored.

Article L145-32

The sub-tenant may request the renewal of his lease from the main tenant to the extent of the rights that the latter himself holds from the owner. The lessor is called upon to participate in the deed, as provided for in Article L. 145-31.
At the end of the main lease, the owner is only required to renew if he has, expressly or tacitly, authorized or approved the sublease and if, in the event of partial sublease, the premises covered by the main lease do not form an indivisible whole physically or in the common intention of the parties.

Article L145-33

The amount of rent for renewed or revised leases must correspond to the rental value.
Failing agreement, this value is determined according to:

  • The characteristics of the premises in question;
  • The destination of the premises;
  • The respective obligations of the parties;
  • Local commerciality factors;
  • Prices commonly charged in the neighborhood;

A decree in the Council of State specifies the consistency of these elements.

Article L145-34

Unless there is a significant change in the elements mentioned in 1° to 4° of Article L. 145-33, the rate of change in the rent applicable when the lease to be renewed takes effect, if its duration is not more than nine years, may not exceed the variation, since the initial fixing of the rent of the expired lease, of the quarterly national index measuring the cost of construction or, if applicable, of the quarterly index of commercial rents mentioned in the first paragraph of Article L. 112-2 of the Monetary and Financial Code, published by the National Institute of Statistics and Economic Studies.In the absence of a contractual clause fixing the reference quarter of this index, it is necessary to take into account the variation of the quarterly national index measuring the cost of construction or, if applicable, of the quarterly index of commercial rents, calculated over the period of nine years prior to the last published index.
In the event of renewal after the initially scheduled date of expiry of the lease, this variation is calculated from the last published index, for a period equal to that which elapsed between the initial date of the lease and the date of its effective renewal.
The provisions of the above paragraph are no longer applicable when, by the effect of a tacit renewal, the term of the lease exceeds twelve years.

Article L145-35

Disputes arising from the application of Article L. 145-34 shall be submitted to a departmental conciliation commission composed of landlords and tenants in equal numbers and qualified persons. The commission shall endeavour to reconcile the parties and shall give an opinion.
If the matter is brought before the judge in parallel with the competent committee by one or other of the parties, it may not rule until the opinion of the committee has been delivered.
The commission is disqualified if it has not ruled within three months.
The composition of the commission, the method of appointing its members and its operating rules are set by decree.

Article L145-36

The elements for determining the price of leases of land, premises built for a single use and premises for exclusive use of offices are fixed by decree in the Council of State.

Article L145-37

Rents for leases of buildings or premises governed by the provisions of this chapter, whether renewed or not, may be revised at the request of either party subject to the reservations provided for in Articles L. 145-38 and L. 145-39 and under conditions set by decree in the Council of State.

Article L145-38

The request for revision can only be made at least three years after the date of entry into possession of the tenant or after the starting point of the renewed lease.
New requests may be made every three years from the day the new price will be applicable.
By way of derogation from the provisions of Article L. 145-33, and unless evidence is provided of a material change in local commercial factors that has itself caused a variation of more than 10% in the rental value, the rent increase or decrease following a triennial revision may not exceed the variation in the quarterly index of construction costs or, if applicable, in the quarterly index of commercial rents referred to in the first paragraph of Article L. 112-2 of the Monetary and Financial Code, which has occurred since the last amicable or judicial fixing of the rent.
In no case shall account be taken, for the calculation of the rental value, of the investments of the lessee or of the gains or losses resulting from its management during the term of the current lease.

Article L145-39

In addition, and by way of derogation from Article L. 145-38, if the lease is accompanied by a sliding scale clause, the revision may be requested whenever, as a result of this clause, the rent is increased or decreased by more than one quarter compared to the price previously fixed contractually or by judicial decision.

Article L145-40

Rents paid in advance, in any form whatsoever, and even as collateral, bear interest for the benefit of the tenant, at the rate applied by the Banque de France for advances on securities, for sums exceeding that which corresponds to the price of the rent by more than two terms.

Article L145-41

Any clause inserted in the lease providing for automatic termination does not take effect until one month after a commandment that has remained unsuccessful. The order must, under penalty of nullity, mention this period.
The judges hearing a request submitted in the forms and conditions provided for in Articles 1244-1 to 1244-3 of the Civil Code may, by granting deadlines, suspend the implementation and the effects of the termination clauses, when the termination is not recorded or pronounced by a court decision having acquired the authority of res judicata. The termination clause does not apply, if the tenant releases himself under the conditions set by the judge.

Article L145-42

The automatic termination clauses for cessation of activity cease to have effect for the time necessary to carry out the transformations made pursuant to the provisions of section 8.
This period may not exceed six months from the date of the agreement on despecialization or the judicial decision authorizing it.

Article L145-43

Traders and persons registered in the directory of trades, tenants of the premises in which their property is located, who are admitted to follow a conversion course or a promotion course within the meaning of Article L. 900-2 (3° and 5°) of the Labour Code, the minimum duration of which is fixed by decree and the maximum duration of which may not exceed one year except in the case of a so-called promotion course benefiting from the approval provided for in Article L. 961-3 of the said Code, are exempt from the obligation to operate during the duration of their internship.

Article L145-44

In the event that, at the end of one of the internships provided for in Article L. 145-43, the trader or craftsman leaves the premises of which he is a tenant to convert his activity by transferring it to another premises or to take up an activity as an employee, the termination of the lease shall take place ipso jure and without compensation at the end of a period of three months from the day on which it is served on the lessor.

Article L145-45

Judicial reorganization and liquidation shall not automatically result in the termination of the lease of the buildings assigned to the debtor’s industry, trade or craft, including the premises dependent on these buildings and used for his residence or that of his family. Any stipulation to the contrary shall be deemed unwritten.

Article L145-46

When the lessor is both the owner of the leased building and the business that is operated on it and the lease covers both at the same time, the lessor must pay the lessee, upon his departure, an indemnity corresponding to the profit that he can derive from the capital gain brought either to the land or to the rental value of the building by the physical improvements made by the lessee with the express agreement of the owner.

Article L145-47

The lessee may add related or complementary activities to the activity provided for in the lease.
To this end, he must make his intention known to the owner by extrajudicial act, indicating the activities whose exercise is envisaged. This formality is worth formal notice to the owner to make known within two months, under penalty of forfeiture, if he disputes the related or complementary nature of these activities. In the event of a dispute, the court of first instance, seized by the most diligent party, decides on the basis, in particular, of the evolution of commercial practices.
During the first triennial review following the notification referred to in the preceding paragraph, by way of derogation from the provisions of Article L. 145-38, account may be taken, for the determination of the rent, of the associated commercial activities, if these have themselves led to a change in the rental value of the leased premises.

Article L145-48

The lessee may, at his request, be authorized to carry out in the leased premises one or more activities different from those provided for in the lease, having regard to the economic situation and the needs of the rational organization of the distribution, when these activities are compatible with the destination, the characters and the situation of the building or the real estate complex.
However, the first tenant of a premises included in an assembly constituting a commercial unit defined by a construction program may not avail himself of this option for a period of nine years from the date of its entry into use.

Article L145-49

The request made to the lessor must, under penalty of nullity, include an indication of the activities whose exercise is envisaged. It is formed by extrajudicial act and denounced, in the same form, to creditors registered on the goodwill. The latter may request that the change of activity be subject to conditions likely to safeguard their interests.
The lessor must, within one month of this request, notify, in the same form, those of its tenants to whom it has undertaken not to rent for the purpose of carrying out activities similar to those referred to in the request. They must, under penalty of foreclosure, make known their attitude within one month of this notification.
If the lessor fails to have, within three months of the request, notified his refusal, his acceptance or the conditions to which he subordinates his agreement, he is deemed to have acquiesced to the request. This acquiescence does not preclude the exercise of the rights provided for in Article L. 145-50.

Article L145-50

The change of activity may justify the payment, at the expense of the tenant, of compensation equal to the amount of the damage that the lessor would establish the existence.
The latter may also, in return for the advantage provided, request at the time of conversion, the modification of the lease price without it being necessary to apply the provisions of Articles L. 145-37 to L. 145-39.
The rights of registered creditors are exercised with their previous rank, on the converted fund.

Article L145-51

When the lessee who has applied to benefit from his retirement rights or who has been admitted to the benefit of a disability pension granted by the disability-death insurance scheme for the craft professions or the industrial and commercial professions, has notified his owner and the creditors registered on the business of his intention to assign his lease, specifying the nature of the activities whose exercise is envisaged as well as the proposed price, the lessor has, within two months, a priority for redemption under the conditions set out in the notification. In the absence of use of this right by the lessor, his agreement is deemed to have been acquired if, within the same period of two months, he has not referred the matter to the High Court.
The nature of the activities whose exercise is envisaged must be compatible with the destination, the characteristics and the situation of the building.
The provisions of this article shall apply to the sole shareholder of a single-member limited liability company, or to the majority manager for at least two years of a limited liability company, when the latter is the holder of the lease.

Article L145-52

The court of first instance may authorize the total or partial conversion despite the refusal of the lessor, if this refusal is not justified by a serious and legitimate reason.
If the dispute concerns only the price of the lease, it shall be fixed in accordance with the regulatory provisions laid down for the fixing of the price of the revised leases. In other cases, the case is taken to court.

Article L145-53

The refusal of conversion is sufficiently justified if the landlord justifies that he intends to take over the premises at the end of the current three-year period, either in application of Articles L. 145-18 to L. 145-24, or with a view to carrying out work prescribed or authorized as part of an urban renovation or real estate restoration operation.
A landlord who has falsely invoked one of the reasons provided for in the preceding paragraph or who has not satisfied the conditions that motivated the rejection of the tenant’s request may not oppose a new request for business transformation, except for serious and legitimate reasons, unless the failure to perform is not attributable to him. It may also be ordered to pay the tenant compensation for the damage suffered by the latter.

Article L145-54

No account shall be taken of the capital gain conferred on the land by the conversion provided for in Article L. 145-48, when the building in which the land is operated must be demolished or restored, or when the land must be expropriated as part of a real estate renovation or restoration operation decided less than three years after the request provided for in paragraph 1 of the said Article.

Article L145-55

At any time and until the expiry of a period of fifteen days from the date on which the decision has become final, the lessee who has made an application in accordance with Articles L. 145-47, L. 145-48 or L. 145-49 may waive it by notifying the lessor by extrajudicial act and, in this case, he shall bear all the costs of the proceedings.

Article L145-56

The rules of jurisdiction and procedure for disputes relating to the lease are set by decree in the Council of State.

Article L145-57

For the duration of the proceedings relating to the fixing of the price of the revised or renewed lease, the lessee is required to continue to pay the rents due at the old price or, where applicable, at the price which may, in any event, be fixed provisionally by the court seised, unless an account is to be made between the lessor and the lessee, after final fixing of the price of the rent.
Within a period of one month following the service of the final decision, the parties draw up a new lease under the conditions laid down in court, unless the lessee waives the renewal or the lessor refuses it, at the expense of the party who has expressed his disagreement to bear all the costs. Failing by the lessor to have sent within this period for the signature of the lessee the draft lease in accordance with the aforementioned decision or, in the absence of agreement within the month of this sending, the order or judgment fixing the price or the conditions of the new lease is worth lease.

Article L145-58

The owner may, until the expiry of a period of fifteen days from the date on which the decision becomes final, evade payment of the compensation, provided that he bears the costs of the proceedings and agrees to the renewal of the lease, the conditions of which, in the event of disagreement, are fixed in accordance with the regulatory provisions adopted for this purpose. This right can only be exercised as long as the tenant is still on the premises and has not already rented or purchased another building intended for his relocation.

Article L145-59

The decision of the owner to refuse the renewal of the lease, pursuant to the last paragraph of Article L. 145-57, or to evade payment of compensation, under the conditions provided for in the last paragraph of Article L. 145-58, is irrevocable.

Article L145-60

All actions exercised under this chapter shall be time-barred after two years.