Model 3-6-9 commercial lease: clauses to check before signing

A trader who receives a twenty-page draft lease, or an SME director who downloads a template online, is soon faced with a dense text in which each clause may weigh tens of thousands of euros over nine years. The commercial lease is not a contract to be initialled in good faith: it is the legal and financial foundation of the business, and some clauses commit the tenant well beyond what it imagines. This guide breaks down the structure of a 3-6-9 lease clause by clause, points out the most frequent traps, and identifies the five clauses that should never be signed without a lawyer's advice.

What a 3-6-9 commercial lease really covers

Why "3-6-9"

The expression refers to the ordinary-law regime of the commercial lease, governed by Articles L. 145-1 to L. 145-60 of the French Commercial Code, known as the commercial lease statute (statut des baux commerciaux). The minimum term of a commercial lease is nine years (Article L. 145-4 of the French Commercial Code). The tenant has a right of termination at the end of each three-year period, hence the dates of 3, 6 and 9 years.

This statute protects the tenant: it guarantees a degree of stability, a right to renewal at expiry and, if the landlord refuses, an eviction indemnity (indemnité d'éviction) intended to compensate the loss of the business (fonds de commerce) (Article L. 145-14 of the French Commercial Code). In return, the landlord often seeks to recover room for manoeuvre through the clauses. It is precisely in this balance, or imbalance, that the negotiation takes place.

Free PDF templates: real usefulness and limits

Searching for a free commercial lease template in PDF is an understandable reflex: the document gives an idea of the structure, the vocabulary and the headings to be expected. A 3-6-9 commercial lease template downloaded online does indeed make it possible to understand the general architecture of a lease.

But a template remains a generic skeleton. It ignores the exact nature of the premises, the tenant's precise business, the allocation of works specific to the building, the tax position of the parties and the balance of power in the negotiation. A template never ticks the right boxes for a particular case: it offers empty boxes or default options, often drafted in favour of the landlord who put it online. The danger is not the template itself, it is signing it as it stands in the belief that it is neutral.

The structure of the lease, clause by clause

Description of the parties and the premises

The first heading identifies the landlord and the tenant, then describes the leased premises. An imprecise description generates disputes: actual floor area, outbuildings, common parts, parking space, reservations. The statement of the floor area must specify whether it is indicative or contractual, because a significant difference between the stated area and the real area may open a discussion on the rent.

The capacity of the landlord (owner, usufructuary, joint ownership, société civile immobilière) must also be checked, because it conditions the validity of the commitments entered into. For an SCI (French property holding company), the identity of the signatory and its powers must be verified.

The permitted use of the premises

The use clause defines the business that the tenant is authorised to carry on in the premises. It is a much more strategic clause than it appears. A restrictively worded use ("sale of new women's clothing") locks the tenant in: the slightest change in its business, or a resale of the business to a successor from another sector, will require a change-of-use procedure (déspécialisation), with the landlord's agreement or the authorisation of the court (Articles L. 145-47 et seq. of the French Commercial Code).

Conversely, an "all trades" clause offers great flexibility and increases the value of the business on resale, but landlords often refuse it because it makes them lose control over the use of the premises. The exact wording of this clause bears directly on the asset value of the business.

The term and the right of three-yearly termination

The lease is entered into for a minimum of nine years. The point of vigilance concerns the right of three-yearly termination. The tenant may give notice at the end of each three-year period, subject to six months' notice, by act of a commissaire de justice (bailiff) or by registered letter with acknowledgement of receipt (Article L. 145-4 of the French Commercial Code). The notice period, the form of the notice and the errors that deprive it of effect are detailed in our article on the tenant's three-yearly notice.

This same article does, however, provide for exceptions where the parties may exclude three-yearly termination: leases with a term of more than nine years, premises for the exclusive use of offices, single-purpose premises (designed for a single use, such as a cinema or a hotel) and storage premises. A clause that deprives the tenant of its right of three-yearly termination outside these cases is irregular. Many templates include a waiver of three-yearly termination without the tenant appreciating its scope: it is then firmly committed for nine years.

The rent and the security deposit

The amount of the initial rent is freely set between the parties. The lease must specify its frequency (monthly or quarterly), whether it is payable in advance or in arrears, and the VAT regime applicable. The security deposit is subject to no statutory ceiling, but a deposit representing several months' rent earns interest for the tenant's benefit beyond two rent instalments payable in advance. The return of the deposit at the end of the lease is a classic source of dispute, to be secured by a joint inspection report (état des lieux).

The indexation clause

The rent is almost always indexed. Two mechanisms coexist: the statutory three-yearly revision (Article L. 145-38 of the French Commercial Code) and the indexation clause, known as a sliding-scale clause (clause d'échelle mobile), which automatically varies the rent each year according to an index (Article L. 145-39).

The reference index is now the commercial rent index (indice des loyers commerciaux, ILC), published quarterly by INSEE, more stable than the former construction cost index (ICC). The choice of index, of frequency and of reference date is not trivial: a poorly calibrated clause may result in a mechanical rent increase disconnected from economic reality. Reading the published indices and the practical calculation of indexation are the subject of our article on the commercial lease index in 2026.

Allocation of service charges, taxes and works

Before Law No. 2014-626 of 18 June 2014, known as the Pinel Law, landlords could pass on to the tenant almost all charges, including major works. That law and its implementing decree No. 2014-1317 of 3 November 2014 laid down limits of public policy.

The lease must now contain a precise and exhaustive inventory of the categories of charges, taxes, duties and fees relating to the lease, with their allocation between landlord and tenant (Article L. 145-40-2 of the French Commercial Code). Certain expenses can no longer be charged to the tenant (Article R. 145-35 of the French Commercial Code), in particular:

• major repairs referred to in Article 606 of the French Civil Code (main walls, vaults, beams, roofs, retaining walls)
• rent management fees
• expenses relating to age or to bringing the building into compliance where they fall within major repairs
• taxes for which the landlord is legally liable, except property tax and taxes linked to the use of the premises

The landlord must also provide a forecast statement of works and a summary statement of those carried out. The wording of this clause determines who pays for the leaking roof or the façade to be restored: the stake may represent a considerable budget over nine years.

The inspection report

Since the Pinel Law, a joint inspection report (état des lieux) must be drawn up when possession is taken and when the premises are returned (Article L. 145-40-1 of the French Commercial Code). Failing that, the landlord loses the benefit of the presumption that the tenant received the premises in good condition. A botched or missing entry report exposes the tenant to disputable claims for reinstatement at the end of the lease.

Assignment and subletting

Assignment of the right to the lease is essential for the trader who sells its business. The French Commercial Code prohibits clauses that forbid the assignment of the lease to the purchaser of the business (Article L. 145-16). On the other hand, the lease may regulate assignment through formal conditions: landlord's approval, prior information, participation in the deed, pre-emption.

Subletting, for its part, is in principle prohibited unless otherwise stipulated or with the landlord's agreement (Article L. 145-31 of the French Commercial Code). A tenant who is considering subletting part of the premises must check that the lease expressly authorises it.

The 5 clauses never to sign without a lawyer

All clauses deserve attention, but five of them concentrate most of the financial and legal risk. Signing them on the strength of a generic template amounts to gambling with the economic balance of the business over nine years.

1. The indexation clause (sliding scale)

This is the clause that costs the most in the long term, and the one most poorly drafted in templates. An irregular indexation clause may be deemed unwritten in whole or in part. The case law penalises in particular clauses that create a distortion between the period of variation of the index and the period of variation of the rent, as well as clauses that provide only for an upward revision. On the causes and financial effects of this sanction, see our analysis of the sliding-scale clause deemed unwritten in commercial leases.

The index chosen (the ILC for commercial activities), the date of the base index, the frequency of the revision and the absence of an unbalanced ceiling or floor must be checked. A lawyer checks the consistency of the clause with Article L. 145-39 of the French Commercial Code and secures its drafting to prevent it from being challenged later, in either direction.

2. The clause allocating service charges and works

Despite the Pinel Law, many templates continue to attempt to pass on to the tenant charges that should remain with the landlord, in particular the major repairs of Article 606 of the French Civil Code. The clause must be compared with the exhaustive list in Article R. 145-35 of the French Commercial Code.

The stake is twofold: identify what the law prohibits from being charged to the tenant, and negotiate the rest. A tenant who accepts without discussion an "all works at the tenant's expense" clause may be asked to pay for the replacement of a communal boiler or the renewal of a roof. Checking this clause calls for detailed legal analysis, not a quick reading of a template.

3. The forfeiture clause

The forfeiture clause (clause résolutoire) provides for automatic termination of the lease in the event of breach by the tenant (non-payment of rent, failure to comply with the permitted use, failure to insure). Its implementation requires a payment demand or demand to comply served by a commissaire de justice, which has remained unsuccessful for one month (Article L. 145-41 of the French Commercial Code).

The point of vigilance: some templates extend the clause to minor breaches or multiply the obligations whose breach leads to termination. The more obligations the clause covers, the more the tenant is exposed to losing its lease, and therefore its business, for a trivial breach. A lawyer reduces its scope to genuinely serious breaches and checks that the protective time limits and forms are respected.

4. The clause waiving three-yearly termination

A clause that deprives the tenant of its right to give notice every three years turns a 3-6-9 lease into a firm commitment of nine years. This waiver is lawful only in the cases exhaustively provided for by Article L. 145-4 of the French Commercial Code (lease of more than nine years, offices, single-purpose premises, warehouses).

A trader who signs a standard lease accepting a waiver of three-yearly termination, often slipped into the template's general conditions, prevents itself from leaving before nine years even if its business declines. Checking the validity and the advisability of this clause is an indispensable lawyer's reflex.

5. The joint and several guarantee clause on assignment

When a tenant assigns its lease, the landlord frequently requires the assignor to remain jointly and severally liable as guarantor for payment of the rent by the assignee. The Pinel Law limited this guarantee in time: it may be invoked only for three years from the assignment (Article L. 145-16-2 of the French Commercial Code), and the landlord must inform the assignor of any payment default by the assignee within one month of the unpaid instalment falling due (Article L. 145-16-1).

An old or poorly updated template may reproduce an unlimited joint and several guarantee, contrary to the law. An assignor who signs is exposed to paying the debts of a defaulting successor for years. The drafting of this clause must be checked from the standpoint of the assignor as well as of the landlord.

Why a free template does not replace tailor-made drafting

A downloaded template follows a logic of format, not a logic of risk. It knows neither the legal nature of the landlord, nor the real state of the building, nor the tenant's development prospects, nor the interplay between the permitted use and a plan to resell the business. Yet these are precisely the elements that determine the drafting of the sensitive clauses.

Each clause interacts with the others: the permitted use conditions the value of the business on assignment, the joint and several guarantee clause weighs on the tenant's exit, the allocation of charges changes the real cost of occupation well beyond the headline rent. Analysing a clause in isolation, as a template does mechanically, loses sight of these links.

GLORIA AVOCATS drafts and secures 3-6-9 commercial leases for landlords and tenants alike, whether individuals owning premises, SCIs, traders or SMEs. The work covers auditing a draft lease before signing, negotiating the sensitive clauses, tailor-made drafting and litigation in the event of a dispute (arrears, notice, rent cap removal (déplafonnement), eviction indemnity). A lease reviewed and negotiated in advance always costs less than litigation endured over nine years.

Conclusion

A 3-6-9 commercial lease is not a form to be filled in: it is a long-term contract in which each clause redistributes the financial risk between landlord and tenant. Free templates have an educational value, but they are dangerous once they are signed as they stand, because they are drafted in an interest that is almost never that of the signatory. The five clauses with the heaviest consequences, indexation, charges and works, the forfeiture clause, the waiver of three-yearly termination and the joint and several guarantee on assignment, almost always escape a non-lawyer's reading.

The recommendation is simple and unqualified: never sign a commercial lease drawn from a template without having it reviewed clause by clause by a lawyer, comparing each stipulation with the mandatory provisions of the French Commercial Code. The cost of a review is marginal compared with the commitment entered into over nine years.

Frequently asked questions

Is a free 3-6-9 commercial lease template in PDF legally valid?

A free template may be a valid basis as to form, but it guarantees neither compliance with the commercial lease statute nor suitability for your situation. Many templates reproduce clauses that are irregular under the Pinel Law (Law No. 2014-626 of 18 June 2014), in particular on the allocation of charges or the joint and several guarantee. Such a document must be audited before signing.

Can a commercial lease be terminated before the end of the three years?

In principle no, unless the landlord agrees or there is a more favourable clause. The right of termination is exercised at the end of each three-year period, with six months' notice (Article L. 145-4 of the French Commercial Code). Some leases do, however, provide for early termination on the tenant's retirement or disability, or negotiated exit rights.

Which charges may the landlord not pass on to the tenant?

Since the Pinel Law, Article R. 145-35 of the French Commercial Code prohibits passing on to the tenant the major repairs of Article 606 of the French Civil Code (roof, main walls, vaults), rent management fees, expenses relating to age that fall within major repairs and taxes for which the landlord is legally liable. Any contrary clause is unenforceable against the tenant on these points.

Which index should be used to index a commercial lease?

For commercial and craft businesses, the reference index is the commercial rent index (ILC), published quarterly by INSEE. It is more suitable and more stable than the former construction cost index (ICC). The clause must specify the index, its base date and the frequency of the revision, failing which it may be challenged on the basis of Article L. 145-39 of the French Commercial Code.

Does the assignor of a lease remain liable for the rent after the assignment?

Yes, but now within limits. If the lease provides for a joint and several guarantee, the landlord may invoke it only for three years from the assignment (Article L. 145-16-2 of the French Commercial Code). The landlord must also inform the assignor of any default by the assignee within one month of the instalment falling due (Article L. 145-16-1). An unlimited guarantee clause is irregular.

Is an inspection report mandatory for a commercial lease?

Yes, since the Pinel Law. A joint inspection report must be drawn up when the tenant enters and when it leaves (Article L. 145-40-1 of the French Commercial Code). In its absence, the landlord can no longer rely on the presumption that the premises were received in good condition, which protects the tenant against excessive claims for reinstatement.

How long does it take for a lawyer to review a draft lease?

The audit of a draft lease is generally carried out within a few working days, depending on the complexity of the premises and of the business. This period makes it possible to compare each clause with the mandatory provisions, to identify irregular or unbalanced stipulations and to prepare a list of points to renegotiate before signing. It is preferable to request this analysis as soon as the draft is received, before any commitment.