Termination of a commercial lease by the landlord: notifying the claim to registered creditors (Art. L. 143-2 French Commercial Code)

An institutional landlord obtains termination of the lease of commercial premises after a payment order that went unanswered (commandement), has the tenant evicted, then re-lets. Eighteen months later, the bank holding a pledge over the business operated on the premises comes forward: it was never notified of the proceedings, the base of its security disappeared with the leasehold right, and it intends to make that known. The defect is not in the substance of the case, it is in a preliminary formality of two lines that Article L. 143-2 of the French Commercial Code has always imposed on the owner who seeks termination. This guide deals with giving notice of the claim to registered creditors (dénonce de l'assignation) in commercial leases: how to identify them in the register of movable security, how to fit the one-month period that runs up to judgment, and what exposure the landlord bears if it omits the formality.

What Article L. 143-2 of the French Commercial Code requires exactly

The text, in the wording in force since 1 January 2023 resulting from Ordinance No. 2021-1192 of 15 September 2021 reforming the law of security interests, is brief and mandatory.

An owner who seeks termination of the lease of the building in which a business encumbered with registrations is operated must notify its claim to the previously registered creditors, at the address declared by them in their registrations. Judgment may be given only after one month has elapsed since the notification. Termination of the lease by agreement becomes final only one month after the notification of it made to the registered creditors, at the addresses declared by them in their registrations.

Three points deserve immediate note, because they condition the procedural strategy.

First, the wording has changed. Commentaries and templates of instruments predating 2023 refer to the "chosen address" (domicile élu) of the creditors. The applicable version refers to the address declared by them in their registrations. The nuance is not cosmetic: it refers to a specific item of the registration form, examined below. A notice template that has not been updated risks a notification sent to an address whose textual basis no longer exists.

Second, the one-month period is not counted from the service of the claim on the tenant, nor backwards from the hearing. The text refers to the judgment: judgment may be given only after one month has elapsed since the notification. The constraint therefore bears on the date of the decision, not on that of the hearing. This is a freedom for the diligent landlord and a trap for the late landlord, in particular in accelerated proceedings on the merits or in summary proceedings (référé), where the decision follows the hearing closely.

Third, the text deals expressly with termination by agreement. An early termination protocol negotiated with a tenant who wishes to vacate becomes final only one month after notification to the registered creditors. A landlord who re-lets the day after signing a protocol, without having allowed that period to run, places itself in the same position of exposure as after a premature judgment.

Why the registered creditor is protected: the economics of the pledge over a business

The formality is not a formalistic survival. It is understood by reference to the base of the security. In a business (fonds de commerce), the leasehold right is often the dominant element of value, in particular for a Paris retail location. Termination of the lease does not affect only the tenant: it mechanically destroys the realisable value of the pledgee's security, without the creditor having been given the opportunity to react. The constituent elements, formalities and enforcement of that security are set out in our article on the pledge over a business (nantissement sur fonds de commerce).

The pledgee's right of preference has, since the 2021 ordinance, been enforceable against third parties by the mere fact of registration in a register kept at the registry of the competent commercial court (Article L. 142-3 of the French Commercial Code). The landlord is a third party within the meaning of that text. Registration amounts to notice: the landlord cannot plead ignorance of a published security.

The same protective logic runs through Article L. 143-1, which makes registered claims immediately due by operation of law if the owner of the business moves it without having warned the registered creditors at least fifteen days in advance. The whole forms a block: any operation touching the location or existence of the leasehold right must be brought to the attention of those whose security depends on it. Article L. 143-16 refers to a Conseil d'État decree for the formalities of registration and deletion of the rights of preference of registered creditors, which leads to Articles R. 521-1 et seq. of the French Commercial Code.

Identifying the registered creditors: the preliminary check of the register of movable security

This is the step that litigation departments are most willing to outsource and that concentrates the risk. Issuing proceedings without an up-to-date statement of registrations amounts to deciding blind.

Requesting the statement of registrations from the registry

Article R. 521-31 of the French Commercial Code provides for two separate deliveries, each on simple request:

• the registrar with whom one of the registrations referred to in Article R. 521-1 was made issues a statement showing the numbers of those registrations that it records, together with their date and place of registration, a statement dated and signed by the registrar;
• the registrar in whose register one or more of those registrations are found issues the certified statement of the registrations entered in its register, showing for each all the information registered.

For the notice, it is the second statement that counts: it alone delivers all the registered information, and therefore the address for notification. The first serves as an existence filter.

Two formal constraints frame the request. Each may relate to only one person and to one or more categories of registration among those referred to in Article R. 521-1. And where it concerns a natural person who is not a trader, it must necessarily state that person's address. A landlord dealing with a tenant who is a natural person must therefore have a reliable address even before querying the register, which presupposes an up-to-date lease database, including after a change of the tenant's address.

The scope of registrations to be searched

Article R. 521-2, in the wording resulting from Decree No. 2025-1101 of 19 November 2025, lists the security interests and instruments for which the register ensures publicity. For a business operated in commercial premises, the categories useful to search include in particular:

• non-possessory pledges (gages sans dépossession) (1°), which have absorbed the former security over tools and equipment;
• the business seller's privilege (3°), founded on Article L. 141-5;
• the pledge over the business (4°);
• the declarations of claims provided for in Article L. 141-22 (5°);
• the Treasury privilege (13°) and the privileges of social security and supplementary schemes (14°);
• criminal seizures of businesses (17°);
• orders made under Articles L. 184-1 or L. 511-11 of the French Construction and Housing Code concerning a building in which a business is operated for accommodation purposes (18°).

A clarification is needed: Article L. 143-2 refers to "previously registered creditors" over the business, and the text draws up no list. The exact delimitation of the holders of registrations who benefit from the notice is a matter for doctrinal analysis and case law, not for a text. In practice, an institutional landlord is well advised to reason by exclusion and to give notice widely rather than to construct a restrictive theory on which the validity of its termination alone would rest. The marginal cost of an additional notice is out of all proportion to that of a weakened termination.

Reading the registration form: the declared address is at 3° of Article R. 521-6

Article R. 521-6 sets the content of the registration form. Its 3° mentions the choice of address in a Member State of the European Union by the creditor, the declaration of address constituting a choice of address for creditors residing within the European Union. It is this registered item that corresponds to the "address declared by them in their registrations" in Article L. 143-2.

Direct operational consequence: the notice is not addressed to the creditor's registered office as it appears from the trade and companies register, nor to the bank branch that processed the credit, but to the address stated on the form. For an institutional lender, this address is frequently that of a centralised guarantees department or of a domiciliation agent. To notify the registered office rather than the declared address is to notify beside the text.

The form also provides the description of the encumbered asset (5°), which specifies, where it is a business, its description and that of its branches, with an indication of the elements that make it up and are included in the pledge, and in particular express mention of the leasehold right where the security extends beyond the sign, the trade name, the leasehold right and the goodwill. This reading makes it possible to check that the registered business is indeed the one operated in the premises that are the subject of the claim.

Setting aside expired registrations

Not all registrations that appear historically in the register are active. Article R. 521-11 sets the principle: unless otherwise provided, a registration is effective for five years, and it may be renewed before that period expires. Article R. 521-12 derogates for several categories, the most frequent in this type of dispute being:

• ten years for the business seller's privilege, the pledge over the business and orders made under Articles L. 184-1 or L. 511-11 of the French Construction and Housing Code concerning a building in which a business is operated for accommodation purposes;
• four years for the Treasury privilege;
• two years and six months for the social security privilege, the registration not being renewable;
• three years for the provisional publicity of the judicial pledge over the business.

A registration that has expired and has not been renewed is no longer among the active registrations to be notified. The decision is made on the basis of the dates shown on the certified statement, not on the basis of a recollection from an acquisition audit. For an asset acquired as a whole with a portfolio of leases, the statement must be requested again when the dispute is commenced, and not taken from the due diligence file.

The procedural chronology as a decision calendar

The interest of the subject, for a legal department or an asset manager, is that the formality fits into a sequence that is already constrained upstream.

Upstream: the payment order under Article L. 145-41

Where the lease contains a termination clause (clause résolutoire), it takes effect only one month after a payment order that has gone unanswered, the order having to mention that period on pain of nullity. This point is unchanged. The required content and the counting of the period are dealt with separately in our article on the payment order invoking the termination clause.

What has changed, and what modifies the assessment of the risk of suspension, lies in the wording of Article L. 145-41 resulting from Law No. 2026-403 of 26 May 2026 on simplifying economic life. The text maintains the power of the judges seised of an application made in the forms and conditions provided for in Article 1343-5 of the Civil Code to suspend the operation and effects of termination clauses by granting time, where termination has not been recorded or ordered by a court decision that has acquired the force of res judicata. But it adds that the grant of time to pay and the suspension of the effects of the termination clause for non-payment of rent are, moreover, conditional on the tenant's ability to pay the rent debt and on resumption of payment in full of the current rent before the date of the first hearing. These provisions apply to applications for suspension of the effects of the termination clause brought from the entry into force of the law.

For the landlord, the consequence is twofold. The likelihood of obtaining effective termination increases where the tenant does not resume payment of the current rent before the first hearing. And the same movement increases the stakes of the notice: the more termination is legally secured, the more reason the forgotten registered creditor has to challenge it, and the more quantifiable the loss it will invoke.

Reference sequence outside collective proceedings

The sequence to follow, for an unpaid-rent case with a termination clause, reads as a decision calendar:

• D: payment order invoking the termination clause, mentioning on pain of nullity the one-month period;
• D + 1 day: request to the competent registry for the statement of registrations and then the certified statement, under Article R. 521-31;
• D + 1 month: the termination clause takes effect if the payment order remains unanswered;
• service of the claim on the tenant, and notice of the claim to each previously registered creditor, at the address declared in its registration;
• hearing;
• judgment, which may be given only after one month has elapsed since the notification to the registered creditors.

The notice is not by nature an act subsequent to the service of the claim, but it is in practice concurrent, since it concerns the claim for termination. The decisive control point remains the same: on the day the court rules, at least one month must have elapsed since the notification to each of the creditors concerned.

The breaking point: the date of judgment, not that of the hearing

Two situations call for particular vigilance. On the one hand, summary proceedings or accelerated proceedings on the merits, where the deliberation may be very short. On the other, a registration made during the proceedings: the text refers to "previously registered creditors", without specifying whether priority in time is assessed at the date of the claim, of the service or of the judgment. The text we have read does not settle the point. A prudent landlord will have a certified statement requested again before the close of proceedings or before the hearing, and will give notice to any creditor who has appeared in the meantime, even if that means asking for the deliberation to be postponed so that the one-month period can run.

Lastly, the application of Article L. 143-2 to the recording of the operation of a termination clause, as opposed to judicial termination ordered by the judge, is the subject of an extensive reading that does not result from the letter of the text, which refers to "the owner who seeks termination". The question is one for case law. From the standpoint of risk management, the decision is obvious: give notice in both cases.

Tenant in collective proceedings: overlapping calendars

Where the tenant is the subject of safeguard or judicial reorganisation proceedings, Article L. 622-14 2° of the French Commercial Code requires a landlord who applies for termination, or has termination recorded, for non-payment of rent and charges relating to occupation after the opening judgment to act only after a period of three months from that judgment. The text adds that if payment of the sums due is made before expiry of that period, there is no ground for termination.

In judicial liquidation, Article L. 641-12 2° requires a landlord who applies for judicial termination or has termination by operation of law recorded for causes prior to the liquidation judgment to bring its application, if it has not already done so, within three months of publication of the judicial liquidation judgment. On the landlord's timetable and the ranking of its claim, see our analysis of the fate of the commercial lease in the event of judicial liquidation of the tenant.

These periods do not replace the formality of Article L. 143-2, which has a different purpose: neither of these two texts refers to Article L. 143-2, and the precise interplay of the formalities must be checked case by case. In practice, the landlord faces a doubly constrained window: a waiting period of three months in safeguard and reorganisation, a bar of three months in liquidation for prior causes, and in all cases the impossibility for the judge to rule less than one month after the notice. In a liquidation case, this means that the statement of registrations must be requested as soon as the judgment is published, and not when the claim is being drafted.

The landlord's exposure in case of omission

Here, rigour requires distinguishing what the text says from what does not come from it. Article L. 143-2 states an obligation and a period, but it provides no sanction. The effect of failure to notify, whether nullity of the judgment, non-enforceability of the termination against the registered creditor, or a possibility of regularisation during the proceedings or before the court of appeal, is a case-law construction. The rights of the registered creditor receiving the notice, voluntary intervention in the proceedings, payment of arrears to preserve the base of its security, application for time, remedies against the termination judgment, are organised by none of the texts examined.

The same is true of the landlord's civil liability to an unwarned registered creditor who invokes loss of the value of the leasehold right: it has no specific textual basis and would fall under the general law of liability.

This uncertainty does not reduce the risk, it increases it. An institutional landlord that has re-let the premises, undertaken reconfiguration works or sold the asset finds itself, in the event of a challenge, in a position where material regularisation has become impossible and where the discussion shifts to the ground of compensation, with the value of the lost leasehold right as the reference. In a Paris city-centre location, that value is not marginal. The omitted formality costs nothing to perform and may be costly to remedy: this is precisely the risk profile that a legal department must eliminate by internal procedure rather than by case-by-case decision.

A word on the form of notification. Article L. 143-2 says only "notify". It designates neither a commissaire de justice (bailiff) instrument nor a registered letter with acknowledgement of receipt. A prevailing practice uses a commissaire de justice instrument, which appears to be corroborated by the existence of a dedicated tariff item for notice to the registered creditor of the claim for termination of the lease of the building in which a business is operated. In the absence of an express textual requirement, the commissaire de justice instrument remains the safe choice, because it settles at the same time the question of proof of the date, the only item that will make it possible to show, a year later, that judgment was given after one month had elapsed since the notification.

Control points for an institutional landlord

This mechanism is dealt with by internal procedure, not by individual vigilance. Four control points are enough to secure the chain:

• a certified statement of registrations, requested from the competent registry under Article R. 521-31, systematically attached to the file before any claim for termination, and dated within the last few weeks;
• an extraction, for each active registration, of the address appearing at 3° of the registration form under Article R. 521-6, which constitutes the declared address, distinct from the registered office;
• a check that expired registrations have been purged in light of the periods in Articles R. 521-11 and R. 521-12;
• a calendar lock preventing any pleading hearing liable to lead to a judgment before the one-month period running from the last notification made has expired.

The same reflex applies in negotiation: a termination-by-agreement protocol must expressly stipulate that termination will become final only one month after the notification made to the registered creditors, at the addresses declared by them in their registrations, and make the handover of the keys and re-letting subject to the expiry of that period.

Conclusion

Article L. 143-2 of the French Commercial Code is one of the few texts where the cost/risk ratio is so unbalanced. The formality comes down to a certified statement issued on simple request by the registry, a reading of 3° of the registration form, and a notification whose date must precede the judgment by one month. Its omission, conversely, exposes a termination secured on the merits to a challenge whose contours are fixed by no text, and therefore by definition hard to predict, and opens a discussion of compensation for the value of the leasehold right against an organised institutional creditor. The tightening of the conditions for suspension of the termination clause resulting from Law No. 2026-403 of 26 May 2026 strengthens the landlord's position on the merits and shifts the risk correspondingly towards procedure.

Recommendation: before any claim for termination of a commercial lease, systematically have a dated certified statement of registrations placed in the file, and make listing of the case conditional on proof of the notice given at the declared address of each registered creditor. In a case where the premises are to be re-let to a new tenant, treat that date as the critical date of the calendar, even before that of the hearing.

Frequently asked questions

Does the one-month period of Article L. 143-2 run before the hearing or before the judgment? The text refers to the judgment: judgment may be given only after one month has elapsed since the notification. The hearing may therefore be held within the period, provided that the decision is given after it has expired. In practice, in proceedings where the deliberation is short, it is preferable to notify early enough not to depend on the court's management of its list. No period is counted from the service of the claim on the tenant.

How can I identify the registered creditors over the business operated in my premises? By application to the registry of the competent commercial court. Article R. 521-31 of the French Commercial Code provides for the issue, on simple request, of a statement showing the numbers of the registrations, their date and place of registration, and of a certified statement showing for each registration all the registered information. Each request may relate to only one person and to one or more categories of registration under Article R. 521-1. Where the tenant is a natural person who is not a trader, the request must necessarily state that person's address.

At what address must the claim be notified to the pledgee? At the address declared by the creditor in its registration, and not at its registered office. This address corresponds to 3° of Article R. 521-6, which refers to the choice of address in a Member State of the European Union by the creditor and to the declaration of address constituting a choice of address for creditors residing within the European Union. It appears on the certified statement issued by the registry. The wording of Article L. 143-2 applicable since 1 January 2023 speaks of a declared address, not of a chosen address as in its earlier version.

Does termination of the lease by agreement escape the formality? No. The last paragraph of Article L. 143-2 provides that termination of the lease by agreement becomes final only one month after the notification of it made to the registered creditors, at the addresses declared by them in their registrations. An early termination protocol must therefore build that period into its performance timetable, in particular for the return of the premises and the signing of a new lease.

What happens if the landlord omits to give notice of the claim to a registered creditor? Article L. 143-2 states the obligation without providing a sanction. The effect of the omission, nullity of the judgment, non-enforceability of the termination against the creditor, possibility of regularisation during the proceedings or on appeal, is exclusively a matter for case law and must be assessed on the facts of each case. The practical risk is twofold: a challenge to the termination when the premises have been re-let, and a compensation claim by the registered creditor under the general law for loss of value of the base of its security.

How does the formality interact with collective proceedings against the tenant? It is additional. In safeguard and judicial reorganisation, Article L. 622-14 2° prevents the landlord from acting for rent relating to occupation after the opening judgment before the end of a period of three months from that judgment, and rules out termination if payment is made before it expires. In judicial liquidation, Article L. 641-12 2° requires an application based on prior causes to be brought within three months of publication of the liquidation judgment. Neither of these texts refers to Article L. 143-2; the cumulation of formalities must be checked case by case.

Must all registrations appearing in the register be notified? Only registrations that are still active are to be taken into account. Article R. 521-11 sets the principal period of effect at five years, renewable before expiry, and Article R. 521-12 derogates in particular with ten years for the business seller's privilege and the pledge over the business, four years for the Treasury privilege, two years and six months, not renewable, for the social security privilege, and three years for the provisional publicity of the judicial pledge over the business. As Article L. 143-2 does not detail the exact scope of the creditors who benefit from the notice, a wide approach remains the safest.