Who Can Sign a French Commercial Lease? Capacity & Authority

Signing a French Commercial Lease Is Always an Act of Disposition

The starting point is fundamental: concluding a commercial lease — whether as landlord or tenant — and renewing one, always constitutes an acte de disposition, regardless of its economic consequences for the contracting party (Décret 2008-1484 of 22 December 2008, Art. 1 and Ann. 1, col. 2-I). This classification matters because acts of disposition attract higher levels of oversight for protected persons, spouses, and representatives acting under limited mandates. The commercial lease statute itself says nothing about capacity: the rules of general civil law apply.

Capacity Rules for Minors

Non-Emancipated Minors Cannot Be Tenants

A non-emancipated minor cannot hold a commercial lease as tenant. The reason is structural: a non-emancipated minor cannot be a merchant. The law prohibits their legal administrator (C. civ. Art. 387-2, 3°) and their guardian (tuteur) (C. civ. Art. 509, 3°) from engaging in trade on their behalf. Without the ability to be registered at the RCS and to operate a business in the premises, the statutory conditions for commercial lease protection cannot be met.

Minors Under Administration Légale as Landlords

Where a minor owns commercial property under administration légale (both parents exercise parental authority jointly), concluding a commercial lease requires the consent of both parents, since it is an act of disposition (C. civ. Arts. 382, 382-1 and 387-1). Where a single parent holds sole parental authority, that parent may sign alone without prior judicial authorisation. A commercial lease validly concluded under administration légale is fully effective. If concluded by one parent alone when both were required, the lease is unenforceable against the minor on majority — unless the tenant could legitimately believe in that parent's authority (C. civ. Art. 1156 al. 1).

Minors Under Tutelle as Landlords: The Truncated Lease

A tuteur acting with the authorisation of the conseil de famille (or the judge in its absence) may grant a commercial lease on the minor's property (C. civ. Art. 505 al. 1). The authorisation must be given specifically for a lease qualifying for the commercial lease statute — an authorisation merely to grant a lease of more than nine years is not sufficient (Cass. 1e civ. 10-5-1988 n° 86-16.497). Where the tuteur acts alone without the required authorisation: any lease exceeding nine years is only opposable to the minor on majority for a nine-year period from its conclusion (C. civ. Arts. 1718 and 595); regardless of duration, the lease gives the tenant no right of renewal and no right to remain in the premises against the minor on majority (C. civ. Art. 504 al. 3). After the tutelle ends, only the formerly protected person may invoke these restrictions — not an acquirer of the property (Cass. 1e civ. 20-3-1989 n° 87-16.870).

Capacity Rules for Protected Adults

Mental Disorders, Sauvegarde de Justice, and Tutelle

Any person must be of sound mind to make a valid contract (C. civ. Arts. 1129 and 414-1). A commercial lease signed by an adult in a state of mental disorder sufficient to prevent them from consciously forming a will is subject to relative nullity; the claimant must prove both the disorder and its gravity at the moment of signing (Cass. 3e civ. 22-6-2010 n° 09-14.979). The action prescribes in five years (C. civ. Art. 414-2 al. 6).

Under sauvegarde de justice, the protected person retains full legal capacity but the lease may be rescinded for lésion or reduced for excès, both actions prescribing in five years from the mainlevée (C. civ. Art. 435). Under tutelle (adult), the same rules apply as for minor under tutelle: the tuteur needs the conseil de famille or judge's authorisation, and an adult under tutelle cannot be a commercial tenant (C. civ. Art. 509 al. 1 and 4). A lease concluded by the protected adult alone after the opening of tutelle is null de plein droit, unless the counterparty can show the act was useful to the protected person and free from lésion (C. civ. Art. 465).

Curatelle, Habilitation Familiale, and Mandat de Protection Future

Under curatelle as landlord, the adult acting alone produces a lease with the same limited effectiveness as a tuteur acting alone (nine-year cap, no renewal right); only a lease concluded with the curateur's assistance has full effect. As tenant, a major under curatelle may act alone: no provision prohibits them from engaging in commerce (Cass. 1e civ. avis 6-12-2018 n° 18-70.011), so they may satisfy the statutory conditions for commercial lease protection.

Under habilitation familiale by representation, the designated family member must conclude the lease; the protected adult alone is null de plein droit (C. civ. Art. 494-9 al. 1); the representative may not engage in commerce on behalf of the adult (Cass. 1e civ. avis 20-10-2022 n° 22-70.011). Under assistance habilitation, the same rules as curatelle apply (Art. 494-1 al. 1). Under a mandat de protection future private deed, the mandatary is limited to administration acts: they cannot take a commercial lease as tenant but may grant one as landlord — subject to the same nine-year cap and absence of renewal right. Under a notarial deed mandate, the mandatary has full powers equivalent to a tuteur.

Quick Reference: Protected Person Capacity to Sign a French Commercial Lease

PACS Partners

The existence of a PACS does not restrict a partner's capacity to sign a commercial lease as tenant. As landlord, the position depends on the PACS regime and the date of acquisition of the property. Since 1 January 2007, PACS partners are automatically subject to a regime of separate property (C. civ. Art. 515-5 al. 1): each partner is the sole owner of their own assets and may freely grant a commercial lease. Partners who adopted the optional indivision regime must apply the same rules as spouses over co-owned property when granting a commercial lease (Art. 1873-6 al. 2).

Spouses

As Tenant: No Restriction

Marriage does not restrict a spouse's capacity to sign a commercial lease as tenant. Each spouse has full legal capacity (C. civ. Art. 216).

As Landlord over Community Property: Joint Consent Required

Spouses cannot, independently of each other, grant a commercial lease over property belonging to the matrimonial community (C. civ. Art. 1425). This rule applies to all community regimes and there is no exception — even for a spouse running a business independently as an entrepreneur individuel, and even where one spouse has full administration over community assets for professional purposes (C. civ. Art. 1421 al. 3). The non-signing spouse's consent may be given before or after the act, expressly or tacitly (Cass. 1e civ. 1-2-2017 n° 16-11.599). A mandate from one spouse to the other is valid but must be specific — general mandates are insufficient (Cass. 1e civ. 29-6-1983). Judicial authorisation for one spouse to act alone is available where the other is durably unable to express their will, unfit to manage community assets, or fraudulently managing the community (C. civ. Art. 1426 al. 1).

A lease granted by one spouse alone over community property is voidable under Art. 1427 al. 1. The nullity is relative: only the injured spouse or their heirs may invoke it (Cass. 1e civ. 4-7-2007 n° 04-10.494). The two-year prescription runs from the date of the other spouse's knowledge of the act, but never more than two years after dissolution of the community. The nullity has full effect against the tenant, even if acting in good faith (Cass. 3e civ. 19-5-1981 n° 79-14.882).

As Landlord over Personal or Separate Property

Each spouse may freely manage and dispose of their own property (C. civ. Arts. 225, 1428). A tacit mandate between spouses covers acts of administration only — not acts of disposition. A spouse who grants a commercial lease over property belonging to their partner exceeds any tacit mandate they may have received; the partner must ratify the act or it is null (Cass. 1e civ. 17-5-1993 n° 91-20.112).

Usufructuaries

An usufructuary cannot grant a commercial lease without the nu-propriétaire's concurrent consent (C. civ. Art. 595 al. 4). If the nu-propriétaire refuses, the usufructuary may apply for judicial authorisation to act alone. A lease granted by the usufructuary alone is voidable at the nu-propriétaire's suit (Cass. 3e civ. 9-12-2009 n° 08-20.133). The nullity is relative (Cass. 3e civ. 14-11-2007 n° 06-17.412) and prescribes in five years from the date the nu-propriétaire became aware of the lease (Cass. 3e civ. 9-7-2003 n° 918). The usufructuary who unilaterally granted the lease is liable to the tenant for damages arising from its annulment (Cass. 3e civ. 16-4-2008 n° 07-12.381). The doctrine of apparent ownership (propriétaire apparent) may protect a tenant who dealt in good faith under a common error that the usufructuary was the owner, but the Cour de cassation applies this strictly.

Lease of Property Belonging to a Third Party

A commercial lease granted by a person with no proprietary right over the premises is not null for that reason alone. Between the contracting parties, the lease produces its effects as long as the tenant's peaceful enjoyment is not disturbed by the true owner (Cass. 3e civ. 13-2-1985 n° 82-14.220). Neither party may invoke the absence of a property right to escape their obligations: the tenant cannot challenge the validity of the lease or refuse to pay rent on the ground that the landlord had no title (Cass. 3e civ. 22-11-2011 n° 10-24.919). As against the true owner, the lease is unenforceable: the true owner may obtain the tenant's eviction, and the tenant's remedy is a claim in damages against the purported landlord.

Foreign Parties

A foreign individual's capacity to sign is governed by their national law (C. civ. Art. 3 al. 3). A French party contracting with a foreigner is not bound by the strict knowledge standard that applies between French nationals: a contract concluded without imprudence or bad faith is valid even if foreign incapacity would otherwise apply (Cass. req. 16-1-1861). Any foreign law restriction on a married woman's capacity is contrary to French ordre public international and will not be applied. Foreign companies whose legal personality is recognised in France may conclude commercial leases; their capacity is governed by the law of their registered office (lex societatis) (Cass. ass. plén. 21-12-1990 n° 88-15.744). Directors' authority to bind the company is equally governed by the lex societatis (Cass. com. 9-4-1991).

This article is for general information and educational purposes only. It does not constitute legal advice. Laws may have changed since publication. Always seek qualified French legal advice before relying on this content.