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Hiring DISTRIBUTORS in France
From distribution agreements to termination and indemnity risk, exclusivity and competition compliance — registered French lawyers advising you in clear English on every legal decision behind building your distributor network in France.
- Distribution model selection memo — exclusive, selective or non-exclusive
- Client briefing on working with distributors in France
- Loi Doubin disclosure document if exclusivity required
- Bespoke distribution agreement tailored to your products
- Competition-compliance check — EU vertical restraints, active vs passive sales, 10-year purchase cap
- Rupture brutale & termination-risk clauses — Article L442-1, II
- Bilingual delivery (English / French)
PETROFF AVOCATS· 182 rue de Rivoli, 75001 Paris · RCS Paris 814433470 · Toque #C2396
Why this matters
Why hiring a distributor in France is not just a contract
France protects distributors more aggressively than most jurisdictions. A poorly drafted agreement does not simply fail — it actively exposes the supplier to claims that did not exist before the contract was signed.
If your distribution agreement is not built around French commercial law, four risks materialise:
We Offer Strategic Legal Services
Understanding Distribution Regulations in France
French law recognises no autonomous « contrat de distribution ». The label is generic; what
governs the relationship is the set of rights and obligations you actually
agree and the way the distributor in fact operates — not the wording on the
cover.
The same commercial arrangement can be structured as selective distribution, exclusive distribution, agency, commission, concession or franchise, each carrying different consequences on termination, indemnity and liability. You have wide freedom to choose, bounded only by public-order rules.
Choosing the regime deliberately at the outset — rather than discovering it years later in litigation — is the single most consequential decision in building a French distributor network.
Two French law statuses are mandatory (public order) and cannot be drafted away: the VRP (salaried sales
representative) and the salaried or "libre" branch manager (gérant de
succursale).
Where a distributor sells goods supplied almost exclusively by you, from premises you approve, at prices and conditions you impose, Article L 7321-2 of the Code du travail can pull the relationship into salaried-employment protection — even absent any subordination, and even where the distributor operates through a company.
The consequence is severe: dismissal-style protection, severance, social-security affiliation and the labour courts on working conditions. Courts assess the reality case by case; drafting that concentrates control over premises, pricing and supply is what triggers the status.
Under
Articles L 134-1 et seq., a commercial agent is an independent intermediary
who, on a permanent basis, negotiates — and possibly concludes — contracts in
the name and for the account of the principal. This qualification is public
order: it depends on how the activity is exercised, not on the label the
parties adopt, and weak drafting can turn a "distributor" into a
statutory agent.
The stakes are the termination indemnity. A statutory agent is entitled, as of right and notwithstanding any clause to the contrary, to compensation for the harm caused by termination (Article L 134-12), forfeited only for the agent's gross negligence or serious breach and subject to a one-year notification deadline. Note the test: an agent who merely holds the power to negotiate qualifies even if the contract states he cannot bind the principal or alter prices.
Where you
make your trademark, trade name or sign available to the distributor and
require an exclusivity or quasi-exclusivity commitment in return, you must
deliver a sincere pre-contractual disclosure document at least twenty days
before signature (Articles L 330-3, R 330-1, R 330-2). Any further figures you
volunteer — forecasts, a local-market study — must also be sincere.
Breach carries a €1,500 fine and, more importantly, exposure to nullity where the missing information vitiated the distributor's consent, plus damages for the lost chance not to contract or to contract on better terms. The obligation is treated as a loi de police and reaches franchise, concession and location-gérance arrangements alike.
An exclusivity — the distributor being the only one entitled
to sell in a defined territory — must be expressly stipulated; French courts
assess its existence strictly.
To be valid it must be determined or determinable as to territory and limited in time, though the courts are liberal on duration.
If you grant exclusivity, you must respect it. A supplier breaches by selling directly to customers in the reserved sector, appointing another distributor there, or selling through its own website where the contract forbids it — exposing itself to damages and, where exclusivity was decisive, to termination.
You remain free to suspend performance for non-payment.
An
undertaking by the distributor to source only from you cannot exceed ten years
(Article L 330-1 of the French Commercial Code).
Beyond that term the clause is reduced to ten years or, where it is indissociable from the contract's object, the whole contract lapses; accessory obligations — loans, equipment, penalties — are reduced with it. Successive linked contracts on the same goods all end on the date fixed in the first (Article L 330-2).
Draft the purchase quantities precisely. Without them the "exclusivity" degrades into a mere priority-supply obligation, or a bare ban on sourcing elsewhere, and a distributor who ceases trading before the term cannot be reproached for failing to buy a quantity it never committed to.
In a selective network you supply only distributors chosen against defined criteria and bar them from reselling to non-approved dealers.
The criteria are lawful only if they are objective and qualitative, fixed uniformly for every potential reseller, applied without discrimination, genuinely required by the product, and no wider than necessary.
A lawful network is protected: you can claim against out-of-network resellers who take part in breaching the resale ban (Article L 442-2 of the French Commercial Code), provided you first prove that the network itself is valid and compatible with competition law. Restrictions on online sales are scrutinised closely and remain a live enforcement risk.
A concessionnaire buys the supplier's products firm (achat ferme) and resells them in its own name and for its own account, like a merchant.
Firm purchasing — proved through the supplier's invoices — is the defining criterion, whatever the degree of control, the margin, or the presence of exclusivity.
No statute governs the concession; it runs on case law and the general law of contract.
On exit the concessionaire has no automatic indemnity for the clientele it built, and the mandat d'intérêt commun has been rejected here.
A fixed-term concession ends at its term (subject to customary notice of non-renewal); an indefinite one can be terminated subject to abuse and to the abrupt-termination rules.
Stock is bought back only if the contract says so, brand use ends, and where the activity amounts to an entreprise the staff may transfer under Article L 1224-1 of the French Employment Code.
A commissionnaire sells or buys for the principal's account but contracts in its own name, so it is personally bound to the third party even when the principal is known — a structural difference from agency.
It enjoys a privilege over the goods in its possession, securing what the principal owes it (Article L 132-1). Critically, the mandat d'intérêt commun indemnity does not apply to commission.
On unilateral termination the commissionnaire is entitled only to ordinary damages for abusive termination, which it must prove — a materially lighter exit liability than the statutory agent's.
There is no autonomous legal qualification of "franchise."
A franchise is a coordinated bundle — trademark licence, transfer of know-how, and assistance — each element governed by its own rules, all sitting on the general law of contract.
Its consideration must be real: the entry fee and royalties have to be matched by a genuine mark, transferable know-how and effective assistance, failing which the contract can be annulled or terminated.
The exposures cluster around control. Over-direction can requalify the franchisee as an employee, make the franchisor a de facto manager or a de facto partner, or create abusive economic dependence (Article L 420-2 of the French Commercial Code).
Post-term non-compete and non-affiliation clauses bind only where they are indispensable to protect the transmitted know-how and are kept proportionate.
An established commercial relationship cannot be broken off without sufficient written notice, and the notice duty exists independently of the contract's wording (Article L 442-1 of the French Commercial Code).
Damages are measured on the margin lost over the notice period that should have been given — a liability that attaches even where no other fault exists.
Beyond notice, the termination can itself be abusive: evicting a distributor to capture the network it built, or acting with intent to harm or with blameworthy haste.
Where a clause makes the relationship terminable on a defined objective event, the court confines itself to checking that the event has in fact occurred.
French law polices the substance of the bargain between businesses.
Subjecting a partner to obligations that create a significant imbalance in the parties' rights (Article L 442-1, I-2°) engages liability; the imbalance is judged concretely, against the contract's overall economy, and does not follow merely because a clause is less favourable than the default rule.
Likewise, obtaining — or attempting to obtain — an advantage with no consideration, or manifestly disproportionate to the value given, is actionable (Article L 442-1, I-1°). And certain clauses are void outright, including retroactive rebates, automatic most-favoured-terms, and bans on assigning receivables (Article L 442-3 of the French Commercial Code).
Prices are set by competition (Article L 410-2). You cannot impose a resale price and cannot induce resale at a loss (Article L 442-5); a distributor or franchisee that buys firm is free to set its own resale price.
You may communicate indicative prices, or maximum prices to keep the network coherent — but not a mandatory floor.
The position differs for a commissionnaire, which does not "resell" but sells for your account: it must respect the price and conditions you fix, and selling below them without your consent exposes it to damages.
Matching the pricing lever to the chosen regime is part of designing the network.
Where a network ties independent retail operators through several linked contracts aimed at running a shop and capable of restricting the operator's commercial freedom, the law requires a common expiry: terminating one contract terminates the whole set (Article L 341-1).
Certain contracts are carved out — commercial leases, company and cooperative contracts, and pure trademark-availability arrangements.
Post-term clauses restricting the operator's freedom are deemed unwritten unless four cumulative conditions are met (Article L 341-2): the clause concerns goods competing with those under the contract, is limited to the premises used during the contract, is indispensable to protect substantial and secret transmitted know-how, and lasts no more than one year after the contract ends.
Process
How we structure your distribution arrangement
Distribution Model Selection
We assess your product, margins and territory and recommend the right model — exclusive, selective or non-exclusive — under French and EU vertical restraints rules.
Loi Doubin Pre-Contractual Disclosure
Where exclusivity or quasi-exclusivity is on the table, we prepare the Article L330-3 disclosure document and ensure the mandatory 20-day waiting period before signature.
Agreement Drafting
Bespoke distribution agreement covering territory, pricing, exclusivity, IP licensing, reporting, minimum performance, term, renewal and — critically — termination notice periods consistent with Article L442-1 of the French Commercial Code.
Bilingual Signature Pack
English and French versions, signature-ready, with a memo explaining the operative clauses so your commercial team can use the contract without legal hand-holding.
Ongoing Compliance Support
We remain on call for renewals, amendments, performance disputes, and — when necessary — structured termination that does not trigger rupture brutale claims.
What Sets Us Apart
Senior French counsel — not a templating service
Registered French Counsel
A French lawyer ("avocat) registered with a French Bar with full rights to practice — not a paralegal service, not a template factory.Bilingual By Default
Every deliverable lands in English and French, signature-ready and consistent — your commercial team uses it without translation.Fixed Fees, No Surprises
Quoted upfront. You know the cost before we begin the work.Senior Counsel, Distribution-Focused
A French avocat experienced in exclusive, selective and non-exclusive networks handles your agreement start to finish — no junior delegation, no hand-offs mid-engagement.Aftercare On Standby
Optional retainer covers renewals, amendments and structured terminations so notice-period disputes never catch you without counsel.
Pricing
Engage a French distributor — clear budget, no surprises
Pricing
From€1 000
Flat legal fee (excl. VAT) starting from
- Includes Loi Doubin disclosure preparation and bilingual contract drafting
- Complex matters (multi-territory, group structures, IP-heavy products) on quote
- No hidden costs, no recurring subscription, no platform fees
- No upselling of registered offices, virtual accounts or unrelated services
- No confusing “packages” hiding extra charges
- Only real legal services tailored to protect your distribution channel
- Optional follow-on retainer for renewals and amendments
We Offer Strategic Legal Services
How we structure your distribution network in France
Distribution Networks, Built to Last
Fast turnaround: Your distribution agreement drafted and ready to sign in days, not weeks.
Compliant documents: Every agreement drafted in line with French law — Loi Doubin disclosure, competition rules and rupture brutale protection built in.
Clarity & Protection: Territory, pricing, exclusivity and exit terms designed to be clear, practical and protective of you as the supplier — especially when a distributor underperforms or you need to end the relationship.
Lawyer registered with the Paris Bar
Why this matters
Why hiring a distributor in France is not just a contract
Key point
Rupture Brutale — Article L442-1, II Of The Code De Commerce.
Ending an established commercial relationship without sufficient written notice triggers damages calculated on lost margin during the missing notice period. Notice obligations apply regardless of contract wording.
Key point
Significant imbalance (déséquilibre significatif).
French courts strike down clauses imposing disproportionate obligations on the distributor — even where both parties signed knowingly.
Your French Registered Lawyer
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In Corporate Practice
English · French · Russian
Practice Areas
Practice Areas
- Company Formation (SAS, SARL, SA, SCI)
- Mergers & Acquisitions, Venture Capital
- Commercial Contract Drafting & Negotiation
- Intellectual Property & GDPR Compliance
- Real Estate Acquisition & Leasing
- Litigation & Arbitration
Common Questions
Hiring distributors in France — Q&A
No. French
law recognises no autonomous distribution contract. The regime that applies
depends on the rights and obligations you agree and on how the distributor
actually operates — not on the label. The same arrangement can be structured as
selective distribution, exclusive distribution, commercial agency, commission,
concession or franchise, each with different consequences on termination,
indemnity and liability.
Requalification.
Two exposures dominate: your distributor being treated as a statutory
commercial agent under Articles L 134-1 et seq., which carries a termination
indemnity claimable as of right; and being treated as a salaried branch manager
under Article L 7321-2 of the Code du travail, which imports employment
protection. Both qualifications are public order and turn on how the activity
is exercised, not on the wording of the contract.
Where you
make your trademark, trade name or sign available to the distributor and
require an exclusivity or quasi-exclusivity commitment in return, Article L
330-3 (with R 330-1 and R 330-2) requires a sincere disclosure document at
least twenty days before signature. Breach carries a €1,500 fine and exposes
the contract to nullity where consent was vitiated, plus damages. The
obligation is treated as a loi de police and reaches franchise, concession and
location-gérance.
Not without
notice. Ending an established commercial relationship requires sufficient
written notice regardless of the contract's wording (Article L 442-1), with
damages measured on the margin lost over the notice that should have been
given. The termination can also be abusive in itself. A fixed-term concession
ends at its term subject to customary notice of non-renewal; an indefinite one
is terminable subject to abuse and the abrupt-termination rules.
Ten years
at most. An exclusive-supply undertaking cannot exceed ten years (Article L
330-1); beyond that it is reduced to ten years or, where indissociable from the
contract, the contract lapses. Successive linked contracts on the same goods
all end on the date fixed in the first (Article L 330-2). Define the purchase
quantities precisely, or the exclusivity degrades into a mere priority-supply
obligation.
It depends
on the regime. A statutory commercial agent is entitled to a compensatory
indemnity for the harm caused by termination as of right, notwithstanding any
clause to the contrary, lost only for grave fault and subject to a one-year
notification deadline (Article L 134-12). A concessionaire has no automatic
indemnity for the clientele it built, the mandat d'intérêt commun having been
rejected. A commissionnaire is entitled only to ordinary damages for abusive
termination, which it must prove.
No. Prices
are set by competition (Article L 410-2); imposing a resale price and inducing
resale at a loss are prohibited (Article L 442-5). A distributor or franchisee
that buys firm sets its own resale price; you may give indicative prices, or
maximum prices to keep the network coherent, but not a mandatory floor. The
position differs for a commissionnaire, which sells for your account and must
respect the price you fix.
Yes, but
stipulate it expressly — French courts read exclusivity strictly. It must be
determined or determinable as to territory and limited in time. Once granted,
you must respect it: selling directly in the reserved sector, appointing
another distributor there, or selling through your own site where the contract
forbids it exposes you to damages and, where exclusivity was decisive, to
termination.
You may
supply only distributors meeting your criteria, provided the criteria are
objective and qualitative, fixed uniformly for every potential reseller,
applied without discrimination, genuinely required by the product and no wider
than necessary. A valid network is protected against out-of-network resellers
who take part in breaching the resale ban (Article L 442-2), but you must first
prove the network's validity. Restrictions on online sales are closely
scrutinised.
No. There
is no autonomous legal qualification of franchise; it is a bundle of a
trademark licence, transfer of know-how and assistance, each governed by its
own rules. Loi Doubin disclosure applies, and its consideration must be real.
Over-control can requalify the franchisee as an employee, or make the
franchisor a de facto manager or partner, or create abusive economic dependence
(Article L 420-2). Post-term non-compete and non-affiliation clauses bind only
where indispensable to protect the know-how and proportionate.
Mariela Petrova
Avocate au Barreau de Paris
Toque #C2396
15+ Years In French Corporate Practice
English · French
Ready When You Are
Talk To A French Lawyer In France.
A 20–30 minute call, in English, to scope your matter. No obligation, no preliminary fee. You will leave the call with a clear view of what the work will cover and what it will cost.
Where We Come In
Help With Your SAS
SAS Formation & Registration
Statuts, capital deposit, RNE registration and Kbis — handled end to end, without you setting foot in France.
SAS Statuts & Shareholder Agreement
Governance, transfer restrictions and exit terms drafted before you sign, not after the first disagreement.
Converting a SARL into an SAS
Shareholder approval, statuts rewrite, and the tax and social security consequences of the switch.
SAS Formation & Registration
Statuts, capital deposit, RNE registration and Kbis — handled end to end, without you setting foot in France.
Legal Support
Legal guidance for international clients creating companies in France
French-Business-Law.com is designed for clients who need French legal support in a clear, international and business-focused format. We help you understand the legal issue, prepare the right documents and move forward with practical next steps.
Mariela
Petrova
French Company Formation Lawyer, Paris, France
Mathieu
Cochet
French Lawyer — Barreau de Grasse, France
Nevena
Mehandzhiyska
French Notaire — Toulouse, France
Tony
Bazin
French Lawyer — Barreau de Angers, France
Other Matters We Handle
Beyond The SAS
French SARL Incorporation Lawyer
Fixed statutory governance, gérant appointment and the TNS social regime — the SARL route, and when it beats the SAS.
French SASU Incorporation Lawyer
The single-shareholder SAS: same flexibility, lighter formalities, and the obligations that still apply.
French SCI Incorporation Lawyer
The civil property vehicle for holding French real estate — statuts, gérance, and the tax election that decides everything.
French Subsidiary & Branch Lawyer
Filiale or succursale for a foreign group — corporate authority, signatory powers, and what each one exposes the parent to.
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