For the Tenant: Verify the Landlord’s Authority Before Signing
Ask for proof of title (land registry extract or notarial certificate). If the property is co-owned by spouses, both must sign or one must hold an express mandate from the other (Art. 1425 C. civ.).
If the property is in indivision: all co-owners must sign or grant a special mandate (Art. 815-3 C. civ.). Identify all co-owners from the title documents — a lease granted by one co-owner without the others is valid only between the signatories.
If ownership is split between bare owner and usufructuary: both must sign the lease and any renewal (Art. 595 C. civ.). The usufructuary alone cannot grant a commercial lease or agree to a rent increase at the three-year review (Cass. 3e civ., 14 March 2019).
If the landlord is a company: verify the signatory’s current authority from the Kbis or equivalent. Check the articles for any limitations on the representative’s powers. For non-RCS entities (association, civil company), request the articles and latest general meeting minutes.
Renewal notices: at renewal, send by registered letter to all co-owners individually, not merely to the co-owner who originally signed. Failure to notify all co-owners correctly can invalidate the renewal procedure.
For the Landlord: Verify the Tenant’s Capacity Before Signing
If the tenant is an individual: confirm they have full legal capacity to carry on commercial activity independently. A minor or person under legal protection (Arts. 496 and 504 C. civ.) cannot sign personally — their legal representative must act on their behalf.
If the tenant is a company: verify Kbis or equivalent; confirm the signatory is an authorised director or holds a specific mandate. For non-RCS companies and associations: request articles and recent general meeting minutes; do not rely on an unverifiable assertion of authority.
If the tenant company is being formed: the lease must expressly provide for reprise of the founders’ engagements by the company once incorporated. If the company is never constituted or the reprise is not properly effected, the founders remain personally bound throughout the lease term.

Why Capacity Matters More Than It Looks

A commercial lease carries consequences that go well beyond an ordinary letting. Because it confers on the tenant a right to renewal — and potentially the right to an eviction indemnity worth the full value of the business — it is treated in French law as an acte de disposition (act of disposal), not merely an act of ordinary administration. This classification matters enormously: it determines who must consent, what authorisations are needed, and what the consequences are if the wrong person signs.

The rules apply equally on both sides. The landlord must have the capacity and authority to grant a lease that carries renewal rights. The tenant must have the capacity to engage in commercial activity. Neither side can rely on an apparent authority that the law does not recognise.

On the Landlord’s Side: Who Must Sign

Sole Ownership

Where a single individual owns the property outright, they alone must sign. Their consent must be free and informed (Art. 1101 C. civ. et seq.). No particular formality is required beyond the general conditions for contract formation.

Matrimonial Co-Ownership

Where the leased property is a community asset (under a community matrimonial regime), both spouses must consent. One spouse alone cannot validly grant a commercial lease on a community property (Cass. 3e civ., 19 May 1981). The requirement flows from Art. 1425 C. civ., which imposes co-management of community assets for acts of disposal. If a fonds de commerce is operated in a community property by one spouse, the other spouse — even a collaborating spouse — acquires no right to the lease, no standing to claim renewal, and no co-tenancy status. Only the contracting tenant can invoke the commercial lease statute (Cass. 3e civ., 17 September 2020, n° 19-18.435).

Co-Ownership (Indivision)

Where the property belongs to several co-owners jointly, Art. 815-3 C. civ. requires a special mandate for a single co-owner to grant a commercial lease alone. In the absence of such a mandate, the express consent of all co-owners is necessary. A lease granted by one co-owner without the others’ consent remains valid as between the signatories. A notice of termination or renewal served by the tenant on that sole co-owner is binding on them and opposable to the other co-owners, even if those others never consented to the original lease. Non-consenting co-owners may ratify retroactively.

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Warning — Renewal Notices in Indivision

At renewal time, a tenant sending a renewal request by registered letter must send it to all co-owners individually, not merely to the co-owner who originally signed the lease. Failure to notify all co-owners correctly is a frequent source of disputes and can invalidate the renewal procedure. This is one of the most operationally sensitive aspects of leases on co-owned properties.

Bare Ownership / Usufruct Split

Where ownership is split between a bare owner (nu-propriétaire) and a usufructuary (usufruitier), both must consent to any commercial lease and to any renewal (Art. 595 C. civ.). The commercial lease, given its renewal right, goes beyond what the usufructuary can grant alone: it constitutes an extraordinary act of management affecting the bare owner’s ultimate interest.

The usufructuary can unilaterally refuse renewal or give a notice of non-renewal with an offer of eviction indemnity — but cannot grant the renewal alone. The usufructuary also cannot, acting alone, agree to a rent increase at the three-year review (Cass. 3e civ., 14 March 2019, n° 17-27.560).

On the Tenant’s Side: Who Has Capacity

A tenant who is a natural person must have the capacity to carry on commercial activity. A minor (Art. 389 C. civ.) or a person under legal protection (Arts. 496 and 504 C. civ.) cannot personally sign a commercial lease; their legal representative must act on their behalf. If you are contracting with an individual tenant, confirm at the outset that they have full legal capacity to engage in commercial activity independently.

Companies and Legal Entities

Who Signs on Behalf of a Company

A company can only grant or take a commercial lease through its legal representatives. For companies registered in the Registre du Commerce et des Sociétés (RCS), verifying that the signatory is a current director with authority to bind the company is straightforward via a Kbis extract. For non-RCS entities — associations, civil companies, foreign entities — the articles of association and the most recent general meeting minutes must be examined.

The authorised signatories are typically: the gérant of a SARL or SNC; the président-directeur général or président du directoire of an SA; the président of a SAS. Any other person signing must hold a specific mandate. An apparent authority that cannot be verified against the company’s constitutional documents does not bind the company as landlord.

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Practical Point — Companies Being Formed

Where a commercial lease is signed before the tenant company has been incorporated and registered, the founders sign in their own name and remain personally liable for all lease obligations. This exposure continues until the company, once registered, formally takes over (reprend) the founders’ engagements. The reprise must be express and documented. If the company is never constituted, or if the reprise is not properly effected, the founders remain bound throughout the entire lease term.

Sub-Letting and Assignment: Additional Verification

Where a lease is being sub-let or assigned, the sub-tenant or assignee must verify not only the main landlord’s title and capacity, but also the principal tenant’s standing: that the principal tenant’s lease is valid, that the principal tenant has the right to sub-let or assign under the terms of their lease, and that the landlord’s formal authorisation (where required) has been obtained. For an assignment with the fonds de commerce, the assignment clauses in the lease must be reviewed carefully for any conditions imposed by the landlord.

Questions About Signing Authority or Capacity?

Whether you are a landlord, a tenant, or an investor, verifying signing authority before conclusion is far less costly than contesting validity after the fact. Our team advises international clients on all aspects of commercial lease formation in France.

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Legal Notice. This article is for general information and educational purposes only. It does not constitute legal advice. Laws and regulations may have changed since publication. Always seek qualified French legal advice before concluding a French commercial lease.