3 layers
Before the parties negotiate: mandatory public law → co-ownership regulations → freedom of contract. Missing any one can void the lease or make the delivery obligation impossible
CCH Art. L. 631-7
Cities over 200,000: prior authorisation required before converting residential to commercial use. Landlord must obtain it — a clause delegating this to the tenant is ineffective
Tous commerces = trap
"All activities" clause expands the landlord's delivery obligation to cover whatever the tenant decides to do — and may remove the statutory renewal framework
Tolerance ≠ authorisation
Only the lease clause can establish the permitted use — years of tolerance by the landlord do not convert an unauthorised use into a permitted one (Cass. ass. plén., 3 June 1956)

Three Layers of Constraint Before the Parties Even Negotiate

Before the parties can agree on the permitted use, three external constraints must be checked. They operate in descending order of rigidity: first, mandatory public law rules; second, the co-ownership regulations; third, freedom of contract within what remains. Missing any one of them can result in a void lease, a criminal sanction, or a delivery obligation the landlord cannot fulfil.

1
Mandatory public law — check before everything else

Change-of-use authorisation (CCH Art. L. 631-7): cities over 200,000 inhabitants + Paris inner-ring départements. Regulated activities requiring specific licences or authorisations. Commercial planning and the local urban plan (PLU), particularly for Paris. These constraints are not waivable by contract.

2
Co-ownership regulations — read carefully before drafting

The règlement de copropriété defines permitted uses for each unit. Even a commercially designated unit may prohibit specific trade categories. Changing a designated use requires a unanimous co-ownership assembly vote (Cass. 3e civ., 9 June 2020). Signage rights can also be restricted (Cass. 3e civ., 26 March 2020). Attach relevant provisions to the lease and add a condition precedent if co-ownership authorisation is required.

3
Freedom of contract — within what remains

Only after layers 1 and 2 have been checked can the parties freely negotiate the permitted use. The scope of the delivery obligation, the renewal rent calculation, and the right to change activity all depend on what the destination clause says. Drafting choices here have long-term economic consequences for both sides.

⚠️
Warning — The Change-of-Use Obligation Never Prescribes

Even if the criminal limitation period has run, the obligation to restore premises to their authorised use never prescribes. The competent authority can require restitution at any time, regardless of how long the unauthorised use has lasted. The landlord who signed the lease bears this risk indefinitely and must disclose it to tenants. A clause delegating the authorisation obligation to the tenant is ineffective — the landlord cannot escape their own obligation by drafting (Cass. 3e civ., 11 December 1996). The landlord can even invoke the nullity of a void lease they themselves signed (Cass. 3e civ., 24 June 1992).

The Destination Clause in the Lease: Drafting Choices and Their Consequences

Only the lease can establish the permitted use — it cannot be inferred from the tenant's actual practice or from tolerance by the landlord. A use the tenant has been conducting without objection for years does not become authorised through inaction: tolerance creates no right (Cass. ass. plén., 3 June 1956).

Narrow destination — landlord prefers
Specific Activity Clause: Advantages
Landlord can control the tenant mix (important in shopping centres and retail parks). Any change of activity requires formal déspécialisation — the landlord can use this as leverage to renegotiate rent or terms. Delivery obligation tracks only the specific activity, not every possible variant. Allows the landlord to grant non-competition undertakings to other tenants with confidence.

Consequence at renewal: the comparables criterion uses only references for the same activity — typically a narrower and more defensible dataset.
Broad destination — tenant prefers (with traps)
"All Activities" Clause: The Risks
A tous commerces clause commits the landlord to delivering premises fit for whatever activity the tenant ultimately chooses — including activities requiring specific installations, compliance works, or regulatory authorisations the premises may not have. The delivery obligation tracks the broadest possible scope.

A broadly drafted assignment right ("for any activity") may remove the statutory renewal framework entirely (Cass. 3e civ., 14 Feb. 2012).

Non-competition clauses cannot override the tenant's mandatory right to add connected or complementary activities by notifying the landlord (Cass. 3e civ., 15 Feb. 2012). We consistently advise landlords against "all activities" clauses.
Permitted Use Checklist: Before Drafting the Clause
  • CCH Art. L. 631-7 check (cities over 200,000): if the building is classified as residential, obtain the change-of-use authorisation before signing — a clause shifting this to the tenant is ineffective (Cass. 3e civ., 11 Dec. 1996). The obligation to restore never prescribes. The landlord can invoke the nullity of their own void lease.
  • Regulated activities: check whether the intended activity requires a specific licence or administrative authorisation linked to the premises. The landlord must ensure the activity is legally possible at that location — a professional drafter who fails to check engages their personal liability (Cass. 3e civ., 28 Nov. 2007).
  • Co-ownership regulations: read before drafting. Changing a designated use requires a unanimous assembly vote (Cass. 3e civ., 9 June 2020). Check for restrictions on specific trade categories and signage. Attach relevant provisions to the lease and include a condition precedent if co-ownership authorisation is required.
  • "Tous commerces" trap (landlords): avoid — expands the delivery obligation to cover whatever activity the tenant chooses and may remove the statutory renewal framework (Cass. 3e civ., 14 Feb. 2012). A broadly drafted assignment right has the same consequence.
  • Tolerance ≠ authorisation: only an express clause amendment can authorise an activity not listed in the lease — years of tolerance by the landlord creates no right (Cass. ass. plén., 3 June 1956). Non-competition clauses in shopping centres cannot override the mandatory right to add connected/complementary activities (Cass. 3e civ., 15 Feb. 2012).
Drafting or Reviewing the Permitted Use Clause?

The destination clause sets the parameters for the entire relationship. We advise on the public law checks required before signature, the co-ownership verification, and the drafting of a permitted use clause that is commercially workable without creating unintended delivery obligations or renewal consequences.

Book a Consultation

This article is for general information and educational purposes only. It does not constitute legal advice and does not create a lawyer-client relationship. Laws and regulations may have changed since publication. Always seek qualified French legal advice on permitted use and destination clauses in a French commercial lease.