Law to simplify economic life: to follow for lessees!

On October 22, 2024, the Senate adopted the Bill for the Simplification of Economic Life, approved by the National Assembly on June 17, 2025.

As the versions voted by these two assemblies are not identical, a joint joint committee (CMP) was responsible for approving these projects.

The Act could be passed and promulgated by the end of 2025, and in this, the provisions relevant to the matter of commercial leases.

Even if amendments could be voted by the joint joint committee, the bill, as it stands, promises protective provisions for tenants, relating to:

• Monthly payment of rents
• Supervision of sums paid as collateral
• Indexing and the tunnel clause
• Charging the property tax to the lessor
• The resolutory clause

The Gouache firm gives you its analysis.

Monthly payment of rents

Currently, the law does not set the frequency of rent payment in commercial leases. This modality falls within the scope of contractual freedom.

In practice, the vast majority of commercial leases provide for quarterly and advance payment, which represents a significant cash flow burden for merchants.

The bill adds at the beginning of section 6 “Rent” of the chapter on “commercial lease” an articleL. 145-32-1 as follows:

“The monthly payment of rent is of right when the lessee of premises intended for the exercise of a retail or wholesale business or services of a commercial or artisanal nature requests it. This request takes effect from the next due date for payment of the rent provided for in the lease. 

This article would allow the tenant to impose the monthly payment from the promulgation of the Law for leases in progress (art. 24, II A of the draft Law for the Simplification of Economic Life).

The monthly payment would take effect on the due date following that of the tenant’s request.

This provision would be of public policy (Article 24, I, 1° of the draft Law for the Simplification of Economic Life).

This addition was requested by the federations representing the interests of retailers. Indeed, it promotes the preservation of the cash flow of businesses, facilitates the management of financial flows and rebalances the lessor / lessee relationship.

Supervision of sums paid as collateral

To date, there is no legal ceiling to the guarantees paid by the Lessee to the Lessor.

The only constraint lies in the terms of Article L.145-40 of the Commercial Code according to which:

“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 of more than two terms. 

The draft Law for the Simplification of Economic Life provides for the aforementioned article to be supplemented by four new paragraphs providing (art. 24, I. 3° of the Simplification Bill):

• The ceiling of the sums paid by as security by the lessee to the amount of rents due for a quarter;
• The obligation to return to the lessee, within six months, the sums given to the guarantee exceeding the aforementioned ceiling;

These two provisions would apply to leases in progress and to leases concluded and renewed on the date of promulgation of the law.

• The transfer of the obligation to return the sums paid as security to the new lessor, in the event of a transfer of the leased premises;

This provision would apply to transfers occurring at the end of a period of three months after the promulgation of the law.

• The obligation to return the sums paid as security within 3 months from the departure of the tenant and the delivery of the keys;

This provision would apply to leases in progress on the date of promulgation of the law when the keys to the leased premises are handed over at the end of a period of three months after the same date.

These additions would be a significant step forward for merchants’ cash flow, as the excessive weight of fixed cash is regularly highlighted.

We also point out that Article L.145-40 of the Commercial Code being a public policy provision under the terms of Article L.145-15 of the Commercial Code, the adjacent provisions would therefore also be public policy.

Indexing and the tunnel clause

During a commercial lease, the rent may be revised according to the revision mechanism of Article L.145-38 of the Commercial Code, the revision mechanism of Article L.145-39 of the Commercial Code or according to a conventional indexation clause, also called a sliding scale clause.

The draft Law proposes the creation of an Article L.145-38-1 of the Commercial Code, thus drafted (art. 24, I, 2bis of the draft Simplification Act):

“By way of derogation from Article L. 112-1 of the Monetary and Financial Code, the clause whose purpose or effect is to regulate, in the same proportions, upwards and downwards, the annual variation in the commercial rent index taken into account for the revision of the rent in application of Articles L. 145-38 and L. 145-39 of this Code is authorised in the lease of premises for commercial use.”

The so-called “tunnel” clause will make it possible to regulate, in the same proportions, upwards and downwards, the annual variation in the commercial rent index.

This insertion would make it possible to endorse the practice of tunnel clauses, which can already be used subject to their reciprocity (for example, a clause providing for indexation only upwards will be deemed unwritten).

As a reminder, under the terms of Article L.145-15 of the Commercial Code, the provisions of Articles L. 145-37 to L. 145-41 of the same code are of public order. This new provision would therefore be a matter of public policy.

The bill does not mention the date of entry into force of this provision.

Charging the property tax to the lessor

Currently and under the terms of Article L.145-35 of the Commercial Code, the property tax and additional taxes to the property tax can be charged to the tenant.

The draft Law provides for the addition of a new paragraph to the current Article L. 140 – 40 – 2 of the Commercial Code (art. 8 ter of the draft Law for the Simplification of Economic Life):

“The property tax mentioned in Article 1380 of the General Tax Code is the responsibility of the lessor and automatically paid by the latter.

This provision is intended to oblige landlords to pay property tax, which has the effect of increasing the price of rents already considered high by an average of 10% to 15%.

As a reminder, under the terms of Article L.145-15 of the Commercial Code, the provisions of Articles L. 145-37 to L. 145-41 of the same code are of public order. This new provision would therefore be a matter of public policy.

If this provision is very favourable to tenants, we can validly question the reaction of landlords in this regard.

In addition, questions remain about the articulation of this addition with the current article R. 145-35, which provides for the possibility of charging property tax to tenants and for which no modification is planned …

The resolutory clause

The draft Law for the Simplification of Economic Life provides for the modification of a term of Article L.145-41 of the Commercial Code and provides for the addition of three paragraphs comments (art. 24 bis of the draft law on the simplification of economic life).

These include:

• The wording of paragraph 2 of the article is corrected:

“[…] The judges hearing a request submitted in the forms and conditions provided for in Article 1343-5 of the Civil Code may, by granting deadlines, suspend the implementation and the effects of the termination clauses, […]”

• The granting of a payment period and the suspension of the effects of the resolutory clause for non-payment of rents would be conditional on the Lessee’s ability to settle the rental debt and the resumption of full payment of the current rent before the date of the first hearing.
  

This provision, in favour of the lessors, aims to establish stricter conditions for the suspension of the termination clause of a commercial lease and the granting of a payment period for the benefit of the lessee by court decision. It intends to establish the elements of assessment on which judges can base their decisions:

• on the one hand, the Lessee’s ability to settle its rental debt;

on the

• other hand, the resumption of full payment of the current rent before the date of the first hearing.

This article would apply to requests for the suspension of the effects of the termination clause made from the entry into force of the law.

As a reminder, under the terms of Article L.145-15 of the Commercial Code, the provisions of Articles L. 145-37 to L. 145-41 of the same code are of public order. This new provision would therefore be a matter of public policy.

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The Business Simplification Bill promises increased security for commercial lessees.

It provides merchants with greater budget predictability and reduced burdens, helping to strengthen their financial stability.

The future of the bill is now in the hands of the joint joint committee, and Cabinet Gouache remains attentive to current events, to best support you in the negotiation of your commercial lease.