Permitted and Prohibited Charges in French Commercial Leases: The Article R 145-35 Split

For French commercial leases concluded or renewed from 5 November 2014, Article R 145-35 of the Code de commerce provides the exhaustive list of charges that are prohibited from being charged to the tenant "by reason of their nature." The logic of the prohibition is that these charges either correspond to a service or obligation that benefits the landlord, or are required by law to be borne by the landlord or property owner. The fact that a lease clause attempts to shift them to the tenant does not make it valid: any such clause is deemed unwritten.

Category Regime Notes
Grosses réparations (Art. 606 C. civ.) + related professional fees PROHIBITED Structural elements: roof, walls, main structures. Cannot be charged regardless of lease wording.
Vetustness / compliance works qualifying as grosses réparations PROHIBITED Works to remedy age-related deterioration or bring premises up to regulatory standard, if they qualify as Art. 606 works.
Taxes where landlord is the legal debtor PROHIBITED (with exceptions) Except: taxe foncière + additional taxes; and usage-linked taxes (taxe de balayage, TEOM, bureau tax in Île-de-France / PACA).
Landlord's rent management fees PROHIBITED (with nuance) Pure rent management fee prohibited; technical/property management fees (distinct from rent management) can be charged if justified by cost and expressly listed.
Charges attributable to vacant units or other tenants in multi-tenant building PROHIBITED The cost of vacant units must be borne by the landlord and cannot be spread across occupied tenants.
Embellishment works exceeding replacement cost PROHIBITED Works that go beyond like-for-like replacement — e.g. an aesthetic façade upgrade costing more than a straight repair would have done.
Taxe foncière and additional taxes PERMITTED Expressly allowed by exception in Art. R 145-35; must be listed in the mandatory inventory.
Usage-linked taxes (TEOM, balayage, bureaux tax) PERMITTED Permitted because they correspond to services the tenant benefits from directly.
All other charges if listed in the inventory PERMITTED if listed Includes copropriété charges (with prohibited items deducted), service costs, routine maintenance, cleaning, security.
Technical / property management fees PERMITTED if justified Fees for technical management of the building (distinct from rent administration); must be justified by actual costs (CA Douai 12-7-2018).

Major Repairs and French Commercial Leases: The Article 606 Civil Code Line

The most commercially significant prohibition is on the recovery of grosses réparations as defined by Article 606 of the Civil Code. These are the major structural repairs of a building: works to the main walls and structural elements (gros murs), vaults, roof coverings, load-bearing beams, retaining walls, and fencing. Under civil law, these are the owner's responsibility; the commercial lease statute now makes that responsibility immutable in post-reform leases.

Works to remedy vetustness — deterioration attributable to the natural ageing of the building's structural elements — and works required to bring those structural elements into conformity with regulatory requirements are equally prohibited where they qualify as grosses réparations. The interplay between compliance works triggered by the tenant's specific activity (for which the tenant may remain responsible) and compliance works required by generic building regulations (for which the landlord bears the cost) will require case-by-case analysis.

Taxes in French Commercial Leases: The Taxe Foncière Exception Under Article R 145-35

The general prohibition on passing landlord-side taxes to the tenant is subject to an important and explicit exception: the taxe foncière and any taxes additional to it, as well as taxes and levies linked to the use of the premises from which the tenant directly benefits, are expressly permitted. This means a standard French commercial lease can legitimately charge the taxe foncière to the tenant, provided the obligation is clearly stated in the inventory. It cannot, however, charge the tenant for taxes that fall to the landlord in its capacity as property owner for general reasons unrelated to the use of the premises.

Management Fees in French Commercial Leases: Technical vs Rent Management

The prohibition on passing the landlord's management fees to the tenant applies specifically to the fees for managing the rent — the administrative work of issuing invoices, chasing payments, and maintaining tenant accounts. These fees benefit the landlord in its capacity as a creditor of rent and do not translate into any service to the tenant.

Technical management fees — fees for managing the physical building, coordinating works, supervising contractors, managing shared services — are a different matter. Article R 145-35 does not prohibit them. The Douai Court of Appeal confirmed in 2018 that technical management fees are passable, but held that they must be justified by the actual costs of managing the leased building. A flat percentage of rent with no relationship to actual management expenditure will not satisfy this condition (CA Douai 12-7-2018 n° 18/00485).

Annual and Triennial Disclosure Obligations in French Commercial Leases

The post-reform framework includes ongoing disclosure obligations that landlords must meet or risk losing the right to recover charges entirely. On an annual basis, the landlord must communicate to each tenant the actual charges, taxes, and levies incurred and the basis for their allocation (Art. R 145-37). Every three years, within two months of each triennial anniversary of the lease, the landlord must provide: a forward-looking schedule of works planned for the next three years with a budget estimate; and a backward-looking summary of works carried out over the previous three years with actual costs. On request, the tenant is entitled to supporting documentation for any of these figures.

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Impact on Rent Valuation Under Article R 145-8

Charges that are exorbitant of the ordinary law — obligations that would normally fall to the landlord but have been contractually shifted to the tenant — are taken into account when assessing the valeur locative (market rent) of the premises at review or renewal. A tenant who has been bearing the cost of grosses réparations or property taxes over the lease term has effectively been paying an above-market rent when those costs are factored in. At renewal, the tenant's representatives will argue that the market rent should be set lower to reflect the exorbitant charges the tenant continues to bear. This interaction between charges and rent valuation is a recurring feature of renewal negotiations for leases that straddle the reform.

What Landlords Can and Cannot Charge: The Essentials
Prohibited (C. com. Art. R 145-35): grosses réparations (C. civ. Art. 606) + related professional fees; vetustness and compliance works qualifying as Art. 606 works; landlord-liable taxes (except taxe foncière and usage-linked taxes); rent management fees; charges attributable to vacant units or other tenants in a multi-tenant building; embellishment works exceeding replacement cost. Any lease clause attempting to charge these to the tenant is deemed unwritten.
Permitted: taxe foncière and additional taxes (expressly allowed by Art. R 145-35 exception); usage-linked taxes (TEOM, taxe de balayage, bureaux tax in Île-de-France/PACA); all other charges if precisely listed in the mandatory inventory (copropriété charges minus prohibited items, routine maintenance, cleaning, security); technical management fees if justified by actual building management costs (CA Douai 12-7-2018 n° 18/00485).
Inventory requirement (C. com. Art. L 145-40-2 al. 1): even permitted charges are only recoverable if listed in the mandatory inventory annexed to the lease. Charges not listed in the inventory cannot be claimed. A missing or imprecise inventory can result in the landlord being unable to recover any charges at all (CA Versailles 7-3-2024 n° 22/05759; CA Bordeaux 2-3-2022 n° 18/04413).
Annual disclosure (C. com. Art. R 145-37): the landlord must annually communicate to each tenant the actual charges, taxes, and levies incurred and the basis for their allocation among tenants.
Triennial disclosure (C. com. Art. R 145-37): within two months of each triennial anniversary of the lease, the landlord must provide: (1) a forward-looking schedule of works planned for the next three years with a budget estimate; and (2) a backward-looking summary of works carried out over the previous three years with actual costs. Supporting documents available on request.
Impact on rent valuation (C. com. Art. R 145-8): exorbitant charges borne by the tenant — obligations normally falling to the landlord but contractually shifted — are a downward factor in assessing the valeur locative at review or renewal. A tenant bearing grosses réparations or property taxes has effectively been paying above-market rent; at renewal, the market rent should be set lower to reflect this.
Scope: the Art. R 145-35 prohibited/permitted split applies only to leases concluded or renewed from 5 November 2014. Pre-reform leases retain contractual freedom subject to clear and precise drafting requirements — but the courts have increasingly applied the reform principles by analogy, and new rules apply at renewal even for pre-reform leases once the renewal occurs post-reform.
Reviewing a French Commercial Lease Service Charge Schedule or Disputing a Charge Recovery?

The Article R 145-35 framework requires precise analysis of each charge item and the lease's inventory. Our guides and legal contacts are here to help you identify what is recoverable and what is not.

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This article is for general information and educational purposes only. It does not constitute legal advice. Always seek qualified legal advice before any charge dispute or lease negotiation.