French commercial law governs two inseparable objects: commercial acts (actes de commerce) and the profession of trader (commercant). A branch of private law, it developed historically as a body of rules derogating from ordinary civil law, tailored to the demands of trade: speed of execution, security of credit, simplicity of proof. The Commercial Code of 2000, heir to the Napoleonic Code of 1807, remains its cornerstone.
This specificity is not merely historical. It still determines, today, the competent court, the rules of evidence, the limitation period, and the presumption of joint liability between co-debtors. Understanding French commercial law means understanding why a dispute between two businesses is not handled like a neighbourhood conflict – and why confusing the two regimes often proves costly.
A branch that derogates from general civil law
French commercial law belongs to private law, like the civil law from which it derives. But it constitutes a separate branch, governed by its own logic and applied by its own courts. Scholars traditionally describe it as a “law of exception” – not in the sense of extraordinary legislation, but in the sense of a body of rules that derogates from general law where the commercial nature of a transaction requires it.
The object of commercial law can be defined simply: it governs economic activities carried out professionally, for consideration, with a profit motive. This definition covers trade in the strict sense – buying to resell – but also manufacturing, services, banking, transport, and intermediation. Everything that falls within commercial enterprise, to the notable exclusion of agriculture, liberal professions, and artisanal trades (though the latter was partially brought within commercial law from 2022).
The coexistence with civil law is not watertight. The reform of contract law under the Ordinance of 10 February 2016 harmonised part of the contractual regime, smoothing certain differences. But the derogatory core remains: evidence, limitation, jurisdiction, joint liability, compound interest. It is this core that still justifies, today, an advocate focusing on the subject.
Commercial acts: the foundation of the regime
The entire edifice of French commercial law rests on the concept of the acte de commerce (commercial act). Neither the status of trader nor the Commercial Court would exist without it: it is the habitual performance of commercial acts that confers trader status, and it is the commercial nature of an act that determines court jurisdiction. Article L. 110-1 of the Commercial Code sets out the list, inherited almost verbatim from the Napoleonic Code.
Article L. 110-1 of the Commercial Code – commercial acts by nature
The law deems the following to be commercial acts:
- Any purchase of movable goods for resale, whether in their original state or after working and processing;
- Any purchase of immovable property for resale, unless the buyer acted with a view to constructing buildings;
- All intermediary operations for the purchase, subscription or sale of property, businesses, shares or partnership interests in property companies;
- Any enterprise of rental of movables;
- Any enterprise of manufacturing, commission agency, or land or water transport;
- Any enterprise of supply, agency, business offices, public auction establishments, or public entertainment;
- Any exchange, banking, or brokerage operation, electronic money issuance and management, and any payment service;
- All public banking operations;
- All obligations between traders, merchants and bankers;
- Between all persons, bills of exchange.
Legal scholarship and case law have added two further categories. Commercial acts by form derive their commercial character from their legal form, regardless of their object or the status of their authors: a bill of exchange is commercial even if drawn by one private individual on another; commercial companies by form (SARL, SAS, SA, SNC, SCS) perform commercial acts by the mere fact of their corporate status. Commercial acts by accessory are acts that are civil by nature but become commercial because they are performed by a trader for the needs of their business – a bank loan taken out to finance stock, for example.
There remains the trickiest category: the mixed act (acte mixte). Where an act is commercial for one party and civil for the other – typically the sale by a trader to a consumer – its regime becomes hybrid. The non-trader has an option: they may sue before the civil court or before the Commercial Court, and invoke the freedom of evidence against the trader. The trader, however, cannot invoke against their non-trader counterpart the derogatory rules of commercial law. Misunderstanding this asymmetry is one of the most frequent errors in practice.
The trader: central actor
If the commercial act constitutes the objective foundation of commercial law, the trader (commercant) is its subject. The legal definition fits in one line, but it conditions the entire applicable regime.
Article L. 121-1 of the Commercial Code – who is a trader?
“Traders are those who perform commercial acts and make it their habitual profession.”
Three cumulative criteria. First: the performance of commercial acts within the meaning of Article L. 110-1. Second: profession – exercise on a principal and lucrative basis, for gain and not merely for convenience. Third: habitual practice, requiring sufficient repetition to characterise a regular activity – an isolated act, however significant, does not suffice. Case law adds the requirement of activity carried out on one’s own account and independently, which excludes employees.
This legal definition applies to traders who are natural persons. For companies, the mechanism differs: commercial companies by form acquire trader status by virtue of Article L. 210-1, regardless of their actual business object. A SARL established to manage a property portfolio is a trader in the eyes of the law, even if its activity is purely civil. Conversely, a civil company (société civile) is never a trader, even if it performs commercial acts.
The Act of 14 February 2022 profoundly modified the status of the sole trader: since 15 May 2022, their professional assets are separated by operation of law from their personal assets, without formality or declaration. This automatic protection replaces the former EIRL regime and constitutes one of the most structural developments in recent French commercial law. For the consequences on creditors’ security, see our guide on security interests and guarantees.
Civil law and commercial law: five differences in regime
The derogatory character of commercial law manifests itself on five precise points. These differences are not trivial: they often determine the outcome of litigation.
| Criterion | Civil law | Commercial law |
|---|---|---|
| Evidence | Written evidence required above EUR 1,500 (Art. 1359 Civil Code) | Freedom of evidence between traders (Art. L. 110-3 Commercial Code) – invoices, emails, accounting records admitted without hierarchy |
| Limitation | 5 years (Art. 2224 Civil Code) | 5 years (Art. L. 110-4 Commercial Code), with wider scope for contractual modification between traders (Art. 2254 Civil Code) |
| Jurisdiction | Tribunal judiciaire (ordinary civil court) | Tribunal de commerce (Commercial Court) (Art. L. 721-3 Commercial Code) |
| Joint liability between co-debtors | Not presumed (Art. 1310 Civil Code) – must be expressly stipulated | Presumed by settled case law since Cass. req. 20 October 1920 |
| Formal demand | Strict formalism, interest runs from formal demand | More flexible; interest may run automatically according to commercial usage |
The practical consequence is significant. A trader claiming payment of an unpaid invoice from another trader need not produce a written contract: a purchase order, an email exchange, or an accepted invoice constitutes sufficient proof. Against a consumer, however, the same trader is bound by the civil rules of evidence – and a dispute of a few thousand euros can be lost for want of a written document. This asymmetry justifies particular vigilance in drafting general terms and conditions and maintaining traceability of exchanges.
The Commercial Court: the trader’s natural judge
The Commercial Court (Tribunal de commerce) is a court of exception, composed of consular judges elected from among traders. It has first-instance jurisdiction over disputes between traders, disputes relating to commercial companies, and commercial acts between all persons. Its jurisdiction is limitatively defined by the Commercial Code.
Article L. 721-3 of the Commercial Code – jurisdiction of the Commercial Court
“Commercial Courts have jurisdiction over:
- Disputes relating to obligations between traders, between artisans, between credit institutions, between financing companies, or between them;
- Disputes relating to commercial companies;
- Disputes relating to commercial acts between all persons.”
The extension to artisans, effective 1 January 2022, closed a long-standing debate: the artisan, until then subject to the ordinary civil court, now falls under the Commercial Court for professional disputes. This unification brings the artisanal status closer to commercial status without merging them – the artisan remains subject to their own tax and social security regime and need not register with the Trade and Companies Register (RCS).
The most recent innovation is the experimental Economic Activities Tribunal (Tribunal des activites economiques – TAE), launched on 1 January 2025 in twelve pilot Commercial Courts. The TAE extends commercial jurisdiction to insolvency proceedings opened against liberal professions, farmers, and associations carrying on economic activity. This four-year experiment may foreshadow a more ambitious overhaul of French economic justice.
For the enforcement of court decisions, see our guide on enforcement proceedings. For the consequences of cessation of payments, see our guide on insolvency proceedings.
Six areas of commercial law covered by the firm
Commercial law is a vast field. Solent Avocats focuses its practice on six branches that structure the bulk of litigation between businesses and within commercial enterprise. Each is the subject of a dedicated guide.
| Area | Practical stakes | Guide |
|---|---|---|
| Commercial lease | Mandatory statutory regime protecting the tenant: right of renewal, eviction indemnity, triennial rent review, change of use | The commercial lease |
| Goodwill and sale of business | Transfer, pledge, management lease – the legal backbone of commercial enterprise | Sale of business |
| Negotiable instruments | Bill of exchange, promissory note, cheque – payment and credit instruments governed by specific rules of negotiable instruments law | Negotiable instruments |
| Bill of exchange | Commercial act by form, enforceability against signatories, recourse actions, protest | The bill of exchange |
| Franchise agreement | Pre-contractual disclosure (Loi Doubin, Art. L. 330-3), balance of obligations, exit from network | The franchise agreement |
| Unfair competition | Disparagement, imitation, disruption, parasitism – tortious liability (Art. 1240 Civil Code) and cessation orders | Unfair competition |
Recent developments (2022-2026)
French commercial law has undergone three structural changes in four years that must be kept in mind when devising a litigation or contractual strategy.
The Act of 14 February 2022 in favour of independent professional activity abolished the EIRL status and introduced an automatic separation between the sole trader’s professional and personal assets. Concretely, since 15 May 2022, the professional creditors of a sole trader can no longer, save for exceptions, seize their personal property. This protection became the default status, without formality or declaration. It modifies creditors’ strategy, who must now secure their claims through conventional security interests or personal guarantees – an analysis developed in our guide on security interests and guarantees.
The extension of Commercial Court jurisdiction to artisans, effective 1 January 2022, unified the professional litigation of sole traders. This extension simplifies matters for lawyers who no longer need to consider which court has jurisdiction when their artisan client is in dispute with a supplier or professional customer.
The experimental Economic Activities Tribunal, opened on 1 January 2025 in twelve pilot jurisdictions, extends commercial jurisdiction to insolvency proceedings concerning liberal professions, farmers, and associations. This experiment is set for four years, after which the legislature will decide on possible generalisation. For Marseille, a jurisdiction not yet included, the Commercial Court retains its classic jurisdiction.
Added to these structural developments is a dense body of case law from the Commercial Chamber of the Cour de cassation on abrupt termination of established commercial relationships (Art. L. 442-1 Commercial Code), of which the leading decision Cass. com., 8 November 2017, No. 16-15.285 established the criteria for assessing reasonable notice. This area, in perpetual evolution, justifies regular legal monitoring.