Who is a commercial agent in France, and who is not?
An independent intermediary who negotiates in your name, permanently. Article L134-1 of the French Commercial Code (Code de commerce), checked October 2026, defines the commercial agent as an independent mandatary, bound by no employment contract, permanently in charge of negotiating and possibly concluding contracts of sale, purchase, hire or services in the name and on behalf of producers, manufacturers, traders or other agents. The guide to doing business in France sets the agent beside the distributor and the franchisee; this guide goes deeper.
Three tests: independent, permanent, in your name
The agent is not your employee and may be a company (article L134-1). It may represent other principals without your authorisation, but not a competitor of yours without your agreement (article L134-3). It negotiates in your name: the client’s contract is with you, and the agent earns a commission.
The special register held by the greffe
Before starting, the agent registers on a special register kept by the greffe, the registry of the commercial court of its domicile, through the one-stop shop for business formalities (article R134-6), and requests its removal within two months of ceasing (article R134-8). An agent domiciled abroad, with no establishment in France and acting here only occasionally, is exempt. The other French registers are described in the guide to the French business register.
Registration is a professional policing measure, not a condition of the status: the Cour de cassation has held that the law of 1991, now articles L134-1 and following, does not make the agent’s protection depend on it (Commercial Chamber, 7 July 2004, n° 02-17.107). An unregistered intermediary who meets the definition is still your agent.
What does the agency contract contain, and which law governs it?
Whatever you agree, within a frame you cannot write away. The contract may be oral, but each party may obtain from the other, on request, a signed document stating its content and that of its amendments (article L134-2). The relationship is concluded in the common interest of the parties and governed by loyalty and a mutual duty of information: the agent performs its mandate as a good professional, and you put it in a position to do so (article L134-4).
What a good contract fixes
The goods or services, the territory or group of clients, exclusivity, the commission rate and its base, reporting, duration, and the clauses the Code regulates: notice, non-compete, succession. Article L134-6 matters here: an agent given a territory or a group of clients earns commission on every deal concluded with a client of that territory or group, whether or not it intervened.
Clauses the Code deems unwritten
Article L134-16 deems unwritten any clause contrary to articles L134-2, L134-4 and L134-15 (agency within a wider contract) and to the notice rules of article L134-11, and any clause derogating, to the agent’s detriment, from articles L134-9, L134-10, L134-12, L134-13 and the two-year limit of article L134-14. A waiver of the indemnity signed on day one is worth nothing.
Can you choose your home law?
The French rules transpose Council Directive 86/653/EEC of 18 December 1986 on self-employed commercial agents, checked October 2026, which fixes across the Union the commission (articles 6 to 12), the notice (article 15) and the indemnity or compensation at the end (articles 17 to 19). Between businesses you choose the law of your contract, as the guide to doing business in France explains.
That choice has a limit. The Court of Justice held that articles 17 and 18 of the directive apply where the agent carries on its activity in a member state, even if the principal is established outside the Union and the contract chooses the law of that country (judgment of 9 November 2000, Ingmar, C-381/98). Budget the indemnity from the first day.
How is the commission earned and paid?
On deals concluded during the contract thanks to the agent, and on some concluded after it. Any element of remuneration that varies with the number or value of deals is a commission (article L134-5). If the contract is silent, the agent is owed the remuneration customary in its sector where it works or, failing usage, a reasonable one (article L134-5).
Which deals carry commission
During the contract: every deal concluded through the agent’s intervention, or with a client it earlier won for deals of the same kind, and, if it has a territory or a group of clients, every deal with a client of that territory or group (article L134-6). After the contract: deals mainly due to its work and concluded within a reasonable time after its end, and orders received before the end (article L134-7).
When it is earned, when it is paid
| Step | Rule | Article |
|---|---|---|
| Earned | Once you have executed the deal, or should have under the contract with the client, or the client has executed it | L134-9 |
| Latest | When the client has executed its part, or should have if you had executed yours | L134-9 |
| Paid | By the last day of the month following the quarter in which it was earned | L134-9 |
| Lost | Only if the client’s contract will not be executed, for reasons not attributable to you; commissions received are refunded | L134-10 |
The directive adds a statement of the commission due by the same date (article 12 of Directive 86/653/EEC); write it into the contract.
How does an agency contract end, and what notice is due?
With notice, except for serious fault or force majeure. A fixed-term contract that both parties keep performing after its term becomes open-ended (article L134-11). An open-ended contract ends on notice: one month during the first year, two months in the second year begun, three months from the third year begun, ending with a calendar month unless agreed otherwise (article L134-11). Longer periods can be agreed, never shorter, and your notice may not then be shorter than the agent’s.
The diagram follows the contract from signing to its end, then the three periods that follow: one year to claim the indemnity, a reasonable time for commission, two years at most of non-compete.
Notice by years, not the sudden termination rule
The sudden termination rule, then article L442-6, I, 5° and now article L442-1, II of the Commercial Code, does not apply to the end of an agency contract: the notice owed is that of article L134-11, by years of performance (Cour de cassation, Commercial Chamber, 3 April 2012, n° 11-13.527). Serious fault and force majeure end the contract without notice (article L134-11); the Code does not define serious fault, and courts assess it.
Can you restrict the agent after the end?
Yes, within limits. A post-contract non-compete must be in writing, cover the geographical sector and, where relevant, the group of persons entrusted to the agent and the type of goods or services it represented, and is valid for two years at most after the end (article L134-14). The limit cannot be extended to the agent’s detriment (article L134-16).
What indemnity does the agent receive, and how much should you budget?
An indemnity compensating the loss the agent suffers from the end of its relationship with you (article L134-12), unless one of the three cases of article L134-13 applies. It is due whatever the reason for the end, including the expiry of a fixed term.
Three cases where nothing is due
Article L134-13 lists them: the end is caused by the agent’s serious fault; the agent itself ends the contract, unless justified by circumstances attributable to you or by its age, infirmity or illness; or, by agreement with you, the agent assigns its rights and obligations to a third party. The list is closed.
An agent who refuses to sign a new contract when the previous one expires does not take the initiative and keeps its indemnity (Commercial Chamber, 21 June 2017, n° 15-29.127). A serious fault discovered only after the end, and absent from the termination letter, cannot deprive the agent of it, since it did not cause the termination (Commercial Chamber, 16 November 2022, n° 21-17.423).
No formula in the Code, a loss assessed by the court
The directive left member states a choice between an indemnity capped at one year of average remuneration (article 17(2)) and compensation for the damage suffered (article 17(3)). France chose compensation: the Cour de cassation reads article L134-12 as transposing article 17(3) (Commercial Chamber, 16 November 2022, n° 21-17.423). No legal cap, no formula.
The loss to repair is the loss, for the future, of the income drawn from the clientele built in common; what happens after the end, such as the agent’s new contract for the same clientele, is not taken into account (Commercial Chamber, 29 January 2025, n° 23-21.527). The official guide on entreprendre.service-public.gouv.fr describes the indemnity as generally equal to two or three years of commission (checked 6 February 2026). Budget that order of magnitude; in a dispute, the court assesses the loss.
One year to claim, counted from the actual end
The agent loses the right if it has not notified you, within one year of the end of the contract, that it intends to assert its rights (article L134-12). The year runs from the day the parties actually stopped performing the contract, not from the date on which the contractual notice would have expired (Commercial Chamber, 18 January 2011, n° 09-72.510). No form is required; a letter to your representative suffices (Commercial Chamber, 21 October 2014, n° 13-18.370).
What do you owe a distributor or a franchisee when the contract ends?
No indemnity under the Code, but notice and, for a franchise, information before signing. The distributor buys and resells in its own name, and the Code gives it no end-of-contract indemnity. Its protection is article L442-1, II: ending an established commercial relationship suddenly, without written notice that takes account of its length, engages your liability, and eighteen months of notice closes any argument on its length. The franchisee has the same protection at the end, and more at the start.
The franchise: a document twenty days before signing
Anyone who makes a trade name, a trademark or a sign available to another person while requiring exclusivity or quasi-exclusivity must, before any contract concluded in the common interest of both parties, provide a document giving sincere information that allows the other party to commit knowingly (article L330-3). That document and the draft contract are communicated at least twenty days before signing.
Article R330-1 fixes its content: the company’s identity, managers and capital; the trademark’s registration and, if acquired or licensed, its recording in the national register, a reason to register the trademark in France first; bank domiciliations; the company’s history, the market and the accounts of the last two financial years; the network and its departures; the contract’s duration, renewal, termination and assignment terms, the exclusivities and the brand-specific investments required before opening.
What to budget at the end of each contract
| At the end | Commercial agent | Distributor | Franchisee |
|---|---|---|---|
| Notice | One to three months by year of the contract, more if agreed (article L134-11) | Written notice reflecting the relationship (article L442-1, II) | Same rule (article L442-1, II) |
| Commission after the end | On deals mainly due to the agent, within a reasonable time (article L134-7) | None in the Code | None in the Code |
| Indemnity | For the loss of future income from the common clientele, no formula, claimed within one year (article L134-12) | None in the Code; damages if the notice was too short | None in the Code; damages if the notice was too short |
| Non-compete after the end | Only if written, limited to the sector and the goods, two years at most (article L134-14) | As the contract provides | As the contract provides |
When does a lawyer make the difference?
At three moments: when you choose the contract, when you write the clauses the Code leaves to you, and when the contract ends.
Three decisions worth a conversation
- Agent or distributor. Who signs with the client, who carries the stock and the credit risk, and what each is owed at the end.
- The clauses the Code leaves to you. Territory and exclusivity, the commission base and statement, the non-compete, a successor, the governing law and the court.
- The end. The notice calendar, the one-year claim window, the assessment of the loss and a written settlement.
Concord drafts, reviews and ends distribution and agency agreements under French law, reviews commercial contracts and negotiates the settlement when a contract ends. If you are choosing between an agent and a distributor, or facing an indemnity claim, tell us who will sell for you in France.