Tenant's right of pre-emption: complete guide 2026

A tenant's right of pre-emption (droit de préemption) is a complex legal mechanism that raises many questions for landlords and tenants alike. Governed by several statutes, it allows the tenant, in certain situations, to buy in priority the property they occupy when the owner wishes to sell it. Understanding the conditions for exercising this right, the procedures to follow and its legal consequences is essential to securing property transactions.

This guide examines the different situations in which the tenant's right of pre-emption applies, sets out the procedural obligations of the parties and analyses the remedies available where the applicable rules are not complied with.

The legal basis of the right of pre-emption

The commercial tenant's right of pre-emption

Under Article L. 145-46-1 of the French Commercial Code, introduced by Law No. 2014-626 of 18 June 2014, where the owner of premises used for commercial or craft purposes intends to sell them, the owner must inform the tenant by registered letter with acknowledgment of receipt, or by hand delivery against a receipt or signed acknowledgment. This notification, which must state the price and the conditions of the proposed sale on pain of nullity, constitutes an offer to sell to the tenant. This right of first refusal allows the tenant to acquire the premises from which it trades.

The right of first refusal applies to premises used for commercial or craft purposes within the meaning of Article L. 145-46-1: premises intended mainly for retail or wholesale trade, for commercial services, or for a craft activity appearing on a list set by decree, excluding premises used exclusively as offices and warehouses. The Cour de cassation holds that these provisions are mandatory (public policy) (Cour de cassation, 3rd Civil Chamber, 30 November 2023, No. 22-17.505).

The farm tenant's right of pre-emption

Article L. 412-1 of the French Rural and Maritime Fishing Code grants the tenant under a farm lease (bail rural) a right of pre-emption over the property it farms. This right is intended to protect the farm holding and to encourage new farmers to establish themselves.

As farm tenancy (fermage) is governed by specific rules, the rural right of pre-emption is subject to particular conditions, notably as regards notification and the purchase price.

Other cases of pre-emption

Certain specific situations also give residential tenants rights of pre-emption. Article 10 of Law No. 75-1351 of 31 December 1975 requires the owner, before concluding any sale of one or more residential or mixed-use units following the initial division or subdivision of all or part of a building into lots, to inform the tenant of the price and conditions of the proposed sale. Article 15, II, of Law No. 89-462 of 6 July 1989 further provides that a notice to terminate based on the decision to sell the dwelling constitutes an offer to sell to the tenant.

The conditions for exercising the right of pre-emption

The existence of a current lease

The tenant's right of pre-emption presupposes a lease in force at the time the property is put up for sale. A former tenant whose lease has ended cannot claim this right, even if the sale takes place shortly after the end of the tenancy.

The case law of the Cour de cassation holds that only a tenant whose lease is valid and in force may exercise the right of pre-emption. This condition is assessed at the date of notification of the offer to sell.

An actual sale of the let property

The right of pre-emption arises only where the property is genuinely sold. Other legal transactions, such as a gift, an exchange or a contribution to a company, do not give rise to pre-emption.

However, the case law has clarified that certain transactions disguising a genuine sale may trigger the right of pre-emption. A contribution of real property to a company controlled by the contributor, followed by a transfer of the shares, may thus be requalified as a sale subject to the right of pre-emption.

Identity between the let property and the property sold

The tenant may exercise its right of pre-emption only over the premises it occupies. Article L. 145-46-1 does not apply to a single sale of several premises forming part of a commercial complex, a single sale of distinct commercial premises, the sale of commercial premises to a co-owner of a commercial complex, or the sale of a whole building comprising commercial premises.

In these cases, the tenant has no right of first refusal under Article L. 145-46-1: it can neither acquire only the part corresponding to its premises nor require to acquire the whole.

The procedure for notifying the offer to sell

The obligations of the selling owner

Article L. 145-46-1 of the French Commercial Code requires the owner to inform the tenant of the proposed sale by registered letter with acknowledgment of receipt, or by hand delivery against a receipt or signed acknowledgment. This notification must be given before the sale to the third party.

The notification must, on pain of nullity, state the price and the conditions of the proposed sale and reproduce the first four paragraphs of Article L. 145-46-1. In practice it includes:

• A precise identification of the property concerned
• The proposed sale price
• The envisaged payment terms
• The statutory period of one month within which the tenant must respond
• A reproduction of the first four paragraphs of Article L. 145-46-1

Notification is made by registered letter with acknowledgment of receipt or by hand delivery against a receipt or signed acknowledgment. An instrument served by a commissaire de justice (bailiff), which proves delivery and its date, remains possible.

The content of the offer

The offer to sell must be precise and complete. It must in particular state the sale price and the conditions of the proposed sale. The Cour de cassation holds that the offer notified to the tenant may not include negotiation fees (Cour de cassation, 3rd Civil Chamber, 28 June 2018, No. 17-14.605).

If the owner subsequently decides to sell on terms or at a price more favourable to the purchaser, the notary must, where the landlord has not previously done so, notify those terms and that price to the tenant, on pain of nullity of the sale (Article L. 145-46-1, paragraph 3).

The tenant's time limit to respond

The tenant has one month from receipt of the offer to respond. This period is set by Article L. 145-46-1, the provisions of which are mandatory (public policy).

Failure to respond within the time allowed amounts to a waiver of the right of pre-emption for that offer. The owner may then sell at the price and on the terms notified; if the owner sells on more favourable terms, a fresh notification is due. The fate of the commercial lease when the premises are ultimately sold to a third party is examined in our article on the sale of let premises.

Actual exercise of the right of pre-emption

Acceptance of the offer by the tenant

A tenant wishing to exercise its right of pre-emption must make known its intention to acquire the property on the terms proposed. Acceptance may result from an express statement or from unequivocal conduct showing an intention to acquire.

Unqualified acceptance of the offer forms the sale between the owner and the tenant. The parties are then bound by their reciprocal obligations: transfer of ownership against payment of the agreed price.

The terms of the sale

Once the right of pre-emption has been exercised, the sale must be completed on the exact terms proposed in the initial offer. The tenant may not require changes to the payment terms or to the guarantees offered.

In the event of acceptance, the tenant has two months, from the date its reply is sent to the landlord, to complete the sale. If, in its reply, it notifies its intention to take out a loan, the acceptance is conditional on obtaining the loan and the period is extended to four months. If the sale has not been completed when this period expires, the acceptance has no effect.

The consequences for the lease

The tenant's acquisition of the property automatically extinguishes the lease. As the tenant becomes the owner, the landlord and tenant relationship no longer has any purpose. This extinction takes place by operation of law, without any formal termination.

Obligations arising before the acquisition remain enforceable. Rent that has fallen due and is unpaid, service charges and any damage recorded remain owed by the former tenant who has become the owner.

Sanctions for failure to respect the right of pre-emption

Nullity of a sale made without a prior offer

A sale concluded in breach of the right of first refusal under Article L. 145-46-1 of the French Commercial Code is liable to be annulled. The tenant's action for nullity is subject to a two-year limitation period, which starts on the day the tenant became aware of the sale (Cour de cassation, 3rd Civil Chamber, 17 September 2026, No. 24-21.650).

The case law holds that this nullity benefits only the tenant who has been deprived of its right. The third-party purchaser cannot rely on it to escape its contractual obligations.

Notification of more favourable terms

Where the owner decides to sell on terms or at a price more favourable to the purchaser than those notified to the tenant, the notary must, if the landlord has not done so, notify those terms and that price to the tenant, on pain of nullity of the sale. This notification constitutes an offer to sell, valid for one month from its receipt.

A tenant who accepts this new offer has two months, or four months if it takes out a loan, to complete the sale (Article L. 145-46-1, paragraph 4).

Damages

Independently of nullity or substitution, the tenant deprived of its right may claim damages for the loss suffered. That loss may in particular consist of the loss of an opportunity to acquire the property on advantageous terms.

The assessment of the loss takes into account developments in the property market and the particular conditions in which the tenant carried on its activity.

Exceptions and limits to the right of pre-emption

Sales between relatives

Certain family sales are outside the scope of the right of pre-emption. Article L. 145-46-1 does not apply to the sale of premises to the landlord's spouse, or to an ascendant or descendant of the landlord or of the landlord's spouse. For residential property, Article 15, II, of the Law of 6 July 1989 excludes transactions between relatives up to the third degree inclusive, on condition that the purchaser occupies the dwelling for at least two years.

This exception is intended to preserve family transfers of wealth while avoiding procedural complications where any speculative intent is presumed to be absent.

Forced sales

Judicial sales by auction and public auction sales do not trigger the right of pre-emption. The Cour de cassation holds that Article L. 145-46-1 does not apply to sales made by order of the court (Cour de cassation, 3rd Civil Chamber, 30 November 2023, No. 22-17.505).

Waiver of the right of pre-emption

As the provisions of Article L. 145-46-1 are mandatory (public policy), a lease clause by which the tenant would waive its right of first refusal in advance has no effect.

The tenant remains free not to follow up the offer notified to it: its silence during the one-month period amounts to a refusal of that offer.

The specific features of the right of pre-emption in residential leases

The regime of the 1975 Law

For residential property, Article 10 of the Law of 31 December 1975 gives the tenant a right of pre-emption in the event of a sale following the initial division or subdivision of all or part of a building into lots, with no condition as to the date the building was constructed. Article 15, II, of the Law of 6 July 1989 also attaches a right of pre-emption to a notice to terminate for sale.

Under the 1975 Law regime, the offer is valid for two months from its receipt. Under the notice-to-terminate-for-sale regime, the offer is valid during the first two months of the six-month notice period; a tenant who accepts it has two months, or four months if it takes out a loan, to complete the sale.

Exclusions from the residential pre-emption regime

The right of pre-emption attached to a notice to terminate for sale benefits only leases governed by Title I of the Law of 6 July 1989. The following are among those excluded:

• Furnished dwellings, governed by Title I bis, whose regime for notice to terminate for sale (Article 25-8) does not provide for an offer to sell to the tenant
• Dwellings allocated or let by reason of the performance of a function or the holding of a job, and lettings granted to seasonal workers (Article 2, 3°)
• Residential homes (logements-foyers) (Article 2, 1°)
• Transactions concerning the buildings referred to in 1° of Article L. 126-17 of the French Construction and Housing Code (Article 15, II)

The interaction with the urban right of pre-emption

In commercial matters, Article L. 145-46-1 does not apply where the right of pre-emption established by Chapters I and II of Title I of Book II of the French Town Planning Code is exercised, nor on the disposal of a property under Article L. 213-11 of the same code. The setting of the price and the compensation of the seller where the municipality exercises its right are dealt with in our article on enhanced urban pre-emption.

The declaration of intention to sell (déclaration d'intention d'aliéner) sent to the municipality and the notification owed to the tenant are each subject to their own regime, and the timetable for the sale must take both into account. On clearing the municipal right of pre-emption and its effect on the sale timetable, see our analysis of the declaration of intention to sell.

The valuation and appraisal of the pre-empted property

Determining the pre-emption price

The owner is free to set the price offered to the tenant. The tenant's protection lies in the obligation to notify the price and terms to it again if the sale is ultimately concluded on terms or at a price more favourable to the purchaser, on pain of nullity of the sale.

A property valuation may prove necessary to determine the objective value of the property. It takes into account the condition of the property, its location, local market conditions and the rights and charges burdening the building.

Taking account of rental value

In some cases, the value of the property may be affected by the existence of the lease and the rental terms in force. A lease granted on terms that are very advantageous to the tenant may reduce the market value of the property.

This discount linked to the rental terms naturally benefits the pre-empting tenant, who acquires the property on market terms but taking into account its particular position as occupier.

Financing the acquisition

A tenant exercising its right of pre-emption must have the financial means needed for the acquisition. Obtaining bank financing may be a condition of the effective exercise of the right of pre-emption.

Credit institutions generally view favourably applications for financing the acquisition of a property already occupied by the borrower. Perfect knowledge of the property and the absence of rental risk are reassuring factors in the assessment of the file.

Frequently asked questions

Can a commercial tenant exercise its right of pre-emption if the owner also sells the business (fonds de commerce)?

The right of first refusal under Article L. 145-46-1 of the French Commercial Code relates to the premises used for commercial or craft purposes that the owner intends to sell, and not to a business (fonds de commerce).

What happens if the owner proposes a manifestly overvalued price?

No provision allows the tenant to have the notified price reviewed by a court. If the tenant does not accept it, the owner may sell at the notified price; if the owner sells at a price or on terms more favourable to the purchaser, the tenant must receive a fresh notification, on pain of nullity of the sale.

Does the right of pre-emption apply where an entire building comprising several let premises is sold?

No. Article L. 145-46-1 does not apply to the sale of a whole building comprising commercial premises, nor to a single sale of several premises forming part of a commercial complex or of distinct commercial premises.

Does a sub-tenant have a right of pre-emption?

Article L. 145-46-1 of the French Commercial Code refers to the tenant of the owner who intends to sell; the sub-tenant is not the recipient of the notification provided for by that article.

What is the time limit for bringing a claim where a sale takes place without a prior offer?

The action for nullity of a sale concluded in breach of the right of first refusal is subject to a two-year limitation period. This period runs from the day the tenant became aware of the sale, and not from the date of the deed (Cour de cassation, 3rd Civil Chamber, 17 September 2026, No. 24-21.650).

Can the right of pre-emption be exercised in part?

No, the tenant must accept the offer in its entirety or waive it. It cannot acquire only part of the property offered, unless the owner agrees to a division that was not originally planned. Partial exercise amounts to a refusal of the offer as a whole.

How does the right of pre-emption interact with a preliminary sale agreement (promesse de vente) already signed?

Notification to the tenant must precede the sale to the third party. A preliminary agreement concluded with a third party does not deprive the tenant of its right: a sale concluded in breach of Article L. 145-46-1 of the French Commercial Code is liable to be annulled.

Conclusion

The tenant's right of pre-emption is an effective protective mechanism but requires a thorough command of the applicable procedures. The considerable financial stakes and the complexity of the procedural rules make legal assistance essential for the parties, whether the selling owner or the pre-empting tenant.

Recent case law shows a strict application of the statutory conditions, particularly as regards notification and time limits. The courts severely penalise attempts to circumvent the right of pre-emption, confirming the legislature's intention to protect the tenant effectively.

To secure a property transaction involving a let property, it is advisable to have the pre-emption procedure validated by legal counsel as soon as a sale is contemplated. This precaution limits later disputes.