In case of sale of a commercial premises, is the tenant a priority to buy it back?

Verified 28 May 2026 - Entreprendre Public Service / Directorate of Legal and Administrative Information (Prime Minister), Ministry of Economy

The owner of a premises for commercial or artisanal use who decides to sell his premises must inform his tenant. The latter then benefits from a right of preference (also called right of pre-emption) which allows it to be given priority to buy back the premises.

The tenant of a premises for commercial or craft use enjoys a right of preference in case of sale of this premises. This right cannot be set aside in the commercial lease.

The tenant is also given priority in the event of a sale of a mixed premises, that is to say, premises for both commercial and residential use.

When a commercial lease is for office use, the tenant is given priority only if the offices are rented out as part of a commercial activity. This is the case, for example, of premises rented to a commercial business carrying out the liberal activity of an accountant who carries out commercial acts.

The tenant of a commercial premises is not given priority in the event of the sale of a parking space.

FYI  

The tenant has no right of preference in case of sale of a premises for industrial use (ex: warehouse).

A room is for industrial use if it meets the following two conditions:

  • Use in the exercise of an activity that directly contributes to the manufacture or processing of movable tangible property
  • Use of technical installations, equipment and tools.

A new definition of commercial premises will apply to sales of premises signed on or after May 28, 2026. The commercial space is a space intended for the exercise, primarily, of a retail business or of a wholesale business or services of a commercial nature. Reserves and locations adjacent to the premises are part of the commercial space. On the other hand, offices and warehouses do not fall within the definition of commercial premises.

The tenant's right of preference is excluded in the following cases:

  • Single sale of several premises of a commercial complex, i.e. the establishment on the same site of several businesses with a common structure or management (e.g. a hypermarket and a contiguous shop operated by the same business)
  • Single sale concerning several commercial premises rented to different tenants (we then speak of separate business premises). This is the operation by which at least two lots for commercial or artisanal use are sold. For example, the operation of a coffee shop, bar, restaurant in a first batch and the operation of a delicatessen, tripper and edible shop in a second batch.
  • Sale of commercial premises to the co-owner of a commercial complex
  • Overall sale of a building comprising commercial premises: the right of preference is also excluded in the event of a global sale of a building with only one premises commercial
  • Sale of premises to spouse or ascending or to a descendant from landlord or his or her spouse.

FYI  

Where the sale of the immovable is authorized by commissioner judge in the context of a bankruptcy, the tenant cannot exercise his right of preference.

The owner must inform the tenant of his plan to sell his business premises. The tenant then has one month to respond and to be a buyer if he wishes.

Prior obligation to inform the tenant

The owner who wishes to sell a commercial premises must first notify your tenant of his project.

It informs the tenant of its sale project by one of the following means:

  • Either by registered letter with acknowledgement of receipt
  • Either by hand delivered letter against receipt or signature

This letter from the owner is considered a offer to sell made to the tenant.

It must specify the conditions of sale of the premises, i.e. the price (or terms of payment of the price) and any charges. It must also mention the paragraphs of Article L 145-46 of the French Commercial Code.

FYI  

The offer of sale presented to the tenant does not include the fees of the real estate agency.

The owner must reproduce in the letter the following article of the commercial code:

‘Article L145-46 of the French Commercial Code:

When the owner of a premises for commercial or artisanal use intends to sell it, he informs the tenant by registered letter with request for acknowledgement of receipt, or hand delivery against receipt or signing. This notification must, on pain of nullity, indicate the price and the conditions of the proposed sale. It is an offer to sell for the benefit of the tenant. The latter has a period of one month from receipt of this offer to make a decision. In case of acceptance, the tenant has, from the date of sending his response to the lessor, a period of two months for the realization of the sale. If, in its reply, it notifies its intention to use a loan, the tenant's acceptance of the offer to sell is subject to obtaining the loan and the period for completing the sale is extended to four months.

If, at the end of this period, the sale has not been carried out, acceptance of the offer to sell is ineffective.

In the event that the owner decides to sell on terms or at a price more advantageous to the buyer, the notary must, where the lessor has not previously done so, notify the tenant in the forms provided for in the first subparagraph, failing which the sale is null and void, these terms and price. This notification shall constitute an offer to sell for the benefit of the tenant. This offer is valid for a period of one month from receipt. An offer which has not been accepted within this period shall lapse.

The tenant who accepts the offer thus notified has, from the date of sending his response to the lessor or the notary, a period of two months for the completion of the deed of sale. If, in its reply, it notifies its intention to use a loan, the tenant's acceptance of the offer to sell is subject to obtaining the loan and the period for completing the sale is extended to four months. If, at the end of this period, the sale has not been carried out, acceptance of the offer to sell shall have no effect.’

An owner who sells the commercial premises without having previously offered the premises to the tenant risks the nullity of the sale. Indeed, the tenant who has not been informed can apply to the judicial court within 2 years from the moment he became aware of the sale to request the cancelation of the sale.

Tenant's response

Upon receipt of the information by the landlord, the tenant can purchase if he is interested in the premises. It has1 month to accept or refuse the offer to sell.

FYI  

The law does not provide for no particular shape for the tenant's response. It is advisable to reply by registered letter with AR or by hand delivered letter.

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Acceptance of the offer of sale by the tenant

From the sending of its response to the owner, the tenant has a period of 2 months for the completion of the sale (i.e. to sign the deed before the notary). He cannot negotiate the price and the conditions proposed in the offer for sale.

If the tenant has recourse to a loan, the period for the realization of the sale is 4 months.

If the sale is not concluded within these deadlines, the owner is released from the tenant and can accept other offers.

Refusal of the offer of sale by the tenant or lack of response from the tenant

If the tenant refuses the offer of sale of the premises, the owner is free to sell to another person.

The lack of response of the tenant within one month is equivalent to denial of the offer to sell.

Warning  

If the landlord decides to lower his selling price to sell the premises to someone other than the tenant, he must then deliver a new information to the tenant. If he does not do so, it is the notary who, before the signing of the sale, sends the offer of sale with the reduced price to the tenant. This shipment is made by registered letter with AR or by hand delivery.