How to Sell in France: Agent, Commission Agent, Broker, VRP or Distributor?

Why the legal category decides everything

When a foreign company decides to sell in France through someone rather than directly, its first instinct is usually to negotiate commercial terms — commission, territory, targets. The more consequential decision, and the one most often made by accident, is the legal category of the intermediary. French law recognises several distinct figures of commercial intermediation, and each carries its own protective regime, its own allocation of risk, and its own cost on termination. Choosing the wrong one, or drifting into one without realising it, is how a company that thought it had appointed a freely-terminable introducer finds it owes an agent two years of commission.

The way the intermediary is paid tracks the categories and is a useful first clue to which one you are in. A commercial agent, a VRP and a common-interest mandatary are paid by commission on the business they bring; a broker is paid a brokerage for the introduction; a commission agent earns a commission on deals it concludes in its own name; and a distributor is not paid by the principal at all — it earns its resale margin. Remuneration alone does not settle the category, but a party that is paid a margin on resales it makes in its own name is, in substance, a long way from an agent, whatever the contract happens to call it.

Three questions separate the categories, and it is worth holding them in mind throughout this guide. First, in whose name does the intermediary act — the principal's, its own, or neither? Second, is the intermediary an independent professional or an employee? Third, who ends up owning the customer relationship, and what must be paid to end the arrangement? The answers place any given intermediary into one of the categories below, and the placement is decisive, because the most protective regimes — the commercial agent's indemnity, the VRP's customer indemnity, the common-interest mandatary's protection — attach to the category and cannot be escaped by calling the relationship something else.

The commercial agent

The commercial agent (agent commercial) is an independent professional who negotiates, and where authorised concludes, sales in the name and on behalf of a principal. It does not buy the goods and does not deal with customers as its own; it introduces and closes business for the principal, who remains the seller and owns the customer base. In exchange for that arrangement the agent enjoys the mandatory protective statute of Articles L 134-1 and following of the Commercial Code (Code de commerce), whose centrepiece is a termination indemnity customarily worth around two years of gross commission, with no statutory cap, plus a notice period of one to three months by seniority.

The agent is the route for a company that wants to keep ownership of its French customers and to direct the commercial strategy, and that accepts a substantial but predictable exit cost. It is treated in detail across the Commercial Agency pillar; here it is the benchmark against which the other intermediaries are measured, because most of them are defined by how they differ from it.

The commission agent (commissionnaire)

The commission agent (commissionnaire), defined by Article L 132-1 of the Commercial Code, acts for the account of a principal (commettant) but in its own name. This is the crucial difference from the commercial agent: the third party contracts with the commission agent, not with the principal, and may not even know the principal exists. Lawyers call it indirect or imperfect representation — a mandate without representation. The principal stays behind the screen; the commission agent is the visible contracting party to the buyer.

This opacity is exactly what makes the commission agent useful in international trade, where the identity — or the nationality — of the producer might get in the way of dealing with local professional buyers or consumers. It is also the source of its particular legal effects: the transfer of ownership of the goods passes directly from the principal to the buyer, so that on the commission agent's insolvency the principal may reclaim its goods or their unpaid price; yet on the personal plane the buyer's counterpart is the commission agent. The commission agent is the route for a supplier that wants a local face to the market while keeping the goods and their proceeds its own — but the boundary with the commercial agent, and even the common-interest mandatary, can be delicate, and mislabelling invites requalification.

The commission agent has also found modern uses beyond opacity. In a variant known as commission-affiliation, the commission agent even trades under the principal's sign, holding the principal's stock on the principal's account while selling in its own name — a structure common in retail networks. But the tighter the principal's control over prices, sales outlets and methods, the greater the risk that the arrangement is recharacterised: too much control can expose the parties to competition-law scrutiny over price-fixing, or push the commission agent towards the status of a commercial agent, or even of a managed-outlet operator with a protective social-law status. The much-litigated question of whether an "affiliate" contract in fact conferred commercial-agent status shows how live this boundary is.

The broker (courtier)

The broker (courtier) is a merchant intermediary whose role is narrower than any of the others: it brings a supplier — the principal, or donneur d'ordres — together with a client who might buy, and it does not itself take part in concluding the transaction. The contract that results is concluded between the supplier and the buyer directly, without engaging the broker on either side. The broker neither represents nor contracts; it introduces, and is paid a brokerage for the introduction.

Because its object is merely to favour the conclusion of a contract, rather than to conclude it, the broker is neither a commercial agent nor a common-interest mandatary, and its obligations are correspondingly light — and the relationship is, in principle, revocable at will (ad nutum). The distinction from the commercial agent has become more delicate as the courts have accepted agents who lack the power to conclude and hold only a limited power to negotiate, but the defining line holds: the broker only signals and connects. The figure is ancient and has found a powerful second life in distribution, in referencing centrals and, above all, in the online intermediation platforms and marketplaces that now mediate so much commerce.

The salaried sales representative (VRP)

The VRP (voyageur-représentant-placier) is the one category on this list that is not independent at all: the VRP is an employee. Acting in the name and on behalf of an employer, assigned to a defined territory or clientele to canvass for orders, the VRP occupies a role that looks like a mandate but is treated by French law as employment — and employment governed by a statute of public order (ordre public), so that the clauses of the contract cannot displace it where the statutory conditions are met (Article L 7313-4 of the Labour Code). Where a person carries on representation in the name and on behalf of a business without a written contract, VRP status is even presumed.

The statutory conditions are exacting: a natural person whose function is to canvass a determined clientele or sector for order-taking, personally, constantly and exclusively, for commission (Article L 7311-3 of the Labour Code). The reward for meeting them is one of the most protective statutes in French commercial life — including, on termination, the customer indemnity (indemnité de clientèle) that compensates the representative for the customer base it built. For a foreign company, the VRP is a warning as much as an option: an intermediary intended to be independent can, if it is a natural person canvassing exclusively for the company, be found to be a VRP, with the full weight of employment law and its indemnities.

The common-interest mandatary (mandataire d'intérêt commun)

The common-interest mandatary (mandataire d'intérêt commun) habitually diffuses products or services in the name and on behalf of a principal, canvassing a clientele and gathering orders — and, crucially, participates in creating or developing the principal's customer base, so that it is economically associated with the growth of the principal's business. Independent home sellers and home-party sellers are the archetypes. This economic association is what the courts call the "common interest": the mandatary's profit and the principal's are bound together in the growth of a shared clientele.

The category matters because of what the common interest does to termination. An ordinary civil mandate is revocable at will, without notice or indemnity (Article 2004 of the Civil Code). But where the mandate is one of common interest, the courts hold that it cannot be revoked by the sole will of one party — only by mutual consent, for a legitimate cause recognised in court, or on the conditions the contract lays down — and its wrongful termination gives rise to an indemnity. This judge-made protection historically preceded and underlies the commercial-agent statute; it remains the fallback protection for intermediaries who canvass and develop a clientele in the principal's name but fall outside the agent statute. The broker, which merely signals possible clients, is not a common-interest mandatary; nor is a diffuser who does not conclude in the principal's name.

The distributor — and the branch manager

The distributor is the mirror image of the agent: it buys the goods and resells them in its own name, on its own account and at its own risk, and is paid by its resale margin rather than by commission. It owns its customers, and it has no agent-style termination indemnity; its protection on termination is the general regime against the abrupt ending of an established commercial relationship (Article L 442-1), which requires a proportionate notice. The distributor is treated in full in the Distribution Agreements pillar; on this page it marks the far end of the spectrum — maximum independence and risk on the intermediary, minimum ongoing control for the supplier.

A further figure sits between commerce and employment: the branch manager, and in particular the non-salaried branch manager of a retail outlet (gérance-mandat, Articles L 7322-1 and following of the Labour Code). Though not, strictly, an employee, such a manager is granted a protective social-law status where the statutory conditions are met. It is a specialised route — relevant chiefly to networks operating managed outlets — and is treated separately, but it belongs on the map because it shows how far the intermediary categories stretch, from the wholly independent distributor to the near-employee.

The intermediaries compared

The categories are easiest to hold together in a single view. The columns that matter are the three sorting questions — name, independence, customers — plus the cost of exit, which is where the categories diverge most.

Choosing — and the requalification trap

The choice follows from the three questions. A company that wants control and to keep its customers, and accepts a real exit cost, leans towards the commercial agent. One that wants a local contracting face while keeping the goods its own considers the commission agent. One that needs only introductions uses a broker. One prepared to transfer the trading role and risk uses a distributor. The VRP and the common-interest mandatary are, for most foreign companies, categories to be aware of and avoided by accident rather than chosen — because they are where an arrangement meant to be light turns out to carry an indemnity.

That is the trap that runs through the whole subject: French law characterises the relationship by how it actually operates, not by the label the parties gave it. A "broker" that in fact negotiates and develops a clientele in the supplier's name may be a commercial agent or a common-interest mandatary; a "consultant" that is a natural person canvassing exclusively for one company may be a VRP; a "commission agent" too tightly controlled may be treated as an agent. The safe course is to decide the category first, structure the relationship so that it genuinely operates that way, and price the corresponding exit cost into the deal from the start. The individual guides linked from this page take each category in turn.

Frequently asked questions about selling in France through an intermediary

What is the difference between a commercial agent and a commission agent in France?

A commercial agent acts in the principal's name; a commission agent (commissionnaire, Article L 132-1) acts in its own name but on the principal's account, so the buyer contracts with the commission agent and may not know the principal. The agent has a mandatory termination indemnity; the commission agent is governed by general contract law, subject to a real risk of being requalified as an agent.

Is a broker the same as a commercial agent?

No. A broker (courtier) only brings the parties together and does not conclude the contract or represent either side; it is generally revocable at will. A commercial agent negotiates, and often concludes, in the principal's name and enjoys the protective statute. The line has narrowed because agents may lack the power to conclude, but the broker's role remains limited to introduction.

What is a VRP and why does it matter?

A VRP (voyageur-représentant-placier) is a salaried sales representative with an ordre public statute and a customer indemnity on termination. It matters because a natural person canvassing exclusively for one company can be found to be a VRP — an employee — whatever the contract says, exposing the company to employment law.

What is a mandate of common interest?

A common-interest mandate is one where the mandatary develops the principal's clientele and is economically associated with the growth of its business. Unlike an ordinary mandate (revocable at will), it cannot be revoked by one party's sole will and its wrongful termination gives rise to an indemnity. It is the fallback protection for intermediaries who canvass in the principal's name but fall outside the agent statute.

Which intermediary is cheapest to terminate?

The broker, which is generally revocable at will, and the distributor, which has no indemnity (only a proportionate notice). The commercial agent, the VRP and the common-interest mandatary all carry indemnities on termination, and are the most expensive to end.

Can the contract label decide the category?

No. French courts characterise the relationship by how it actually operates — in whose name the intermediary acts, whether it is independent, whether it develops a clientele — not by the name the contract gives it. Mislabelling to avoid a protective regime does not work.

Key takeaways

How our French lawyers help you choose the right intermediary

This article is for general information only. It does not constitute legal advice. The classification of an intermediary is fact-specific and turns on how the relationship actually operates. Contact our French lawyers for qualified advice before appointing an intermediary or contesting a classification.