Fonds de commerce purchase: lease, employees and escrow

A fonds de commerce sale in France follows a dense formal process. Three points concentrate most of the risk: the commercial lease, the employees, and the period during which the price cannot be paid to the seller. Each has its own deadline, and each must be built into the timetable from the start.

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The commercial lease

The right to the lease is part of the fonds, and often makes most of its value. A clause preventing the tenant from assigning the lease to the buyer of the business is deemed unwritten (article L. 145-16 of the Commercial Code). The landlord may, however, frame the assignment: require to be party to the deed, subject it to approval within the limits of the law, keep the seller jointly liable for the rent for a period, or impose a specific form.

In certain areas designated to protect local trade and crafts, the municipality has a pre-emption right over fonds de commerce and commercial leases (article L. 214-1 of the Town Planning Code): a prior declaration is then required, and the municipality has a period in which to decide.

For the buyer, rent, remaining term and authorised use must fit the project. If one of the three does not, the project does not hold.

Informing the employees

In companies not required to have a works council (CSE) with full powers, the employees must be informed before the sale of the fonds (article L. 141-23) or of more than half of the shares (article L. 23-10-1), so that they can make an offer to buy. The seller is not bound to accept it. Under law no. 2026-403 of 26 May 2026, the information must be given at least one month before the sale (two months previously), for sales concluded from 27 July 2026. Failure exposes the seller to a civil fine of up to 0.5% of the price; the sale itself is not set aside.

Publication, objections and escrow

After the sale, it must be published (article L. 141-12). From the last publication, the seller’s creditors have ten days to object to the payment of the price (article L. 141-14). This is why the price is entrusted to an escrow holder – a lawyer through the CARPA, the Bar’s regulated escrow fund, or a notary – who releases it once objections have been cleared. A buyer who pays the seller directly runs the risk of paying twice; the buyer may also be jointly liable, within limits, for some of the seller’s tax debts (General Tax Code, art. 1684). For the seller, this delay must be anticipated in the timetable and financing.

When to involve a lawyer

Before signing anything, including a simple letter of intent. By the final deed, price, structure, warranties and timetable are already decided. A missing condition precedent, an exclusivity period that is too long, a poorly calibrated deposit: the letter of intent often binds more than expected.

Watch: these questions are answered on video, in French, in the podcast Cessions d’entreprise – full episode on YouTube.

General information; this article is not individual legal advice. Legal basis: Commercial Code, art. L. 23-10-1, L. 141-12, L. 141-14, L. 141-23 and L. 145-16; Town Planning Code, art. L. 214-1; General Tax Code, art. 1684.