L 134-5 – 10
The articles of the Commercial Code that govern a commercial agent's commission: its base, when it is earned, and how it is paid.
Quarter + 1
Commission must be paid by the last day of the month following the quarter in which it was earned (Article L 134-9).
Mandatory
The rules on when commission is earned cannot be derogated from to the agent's detriment; contrary clauses are deemed unwritten (Article L 134-16).

What is a commercial agent's commission under French law?

A commercial agent's commission is a proportional remuneration, tied to the number or the value of the business concluded through the agent, that stimulates the agent's activity. Article L 134-5 of the French Commercial Code (Code de commerce) sets the default: where the contract does not fix the terms of remuneration, the agent is entitled to remuneration in line with the usages of the sector it covers where it operates, and, failing any applicable usage, to a reasonable remuneration taking account of all the elements of the business.

Three questions decide any commission claim, and the rest of this article answers them in turn: on what is the commission calculated (the base), when does the right to it arise and become final (the triggering event), and what rate applies. To these the Code adds a fourth practical layer — how the principal must document and pay the commission, and what the agent can demand to check it. Several of these rules are mandatory, so getting the contract wrong does not always help the principal: a clause that derogates from them to the agent's detriment is simply deemed unwritten under Article L 134-16.

Step 1
The base — what is the commission calculated on?
The value of the business concluded through the agent, plus, in defined cases, repeat business and business in an exclusive territory, and certain business concluded after the contract ends.
Step 2
The triggering event — when is the commission earned?
As soon as the principal has performed, or should have performed, the transaction; and at the latest when the customer has performed its part (Article L 134-9).
Step 3
The rate — how much?
Freely agreed by the parties; failing agreement, the rate follows sector usage or, absent usage, a reasonable amount (Article L 134-5).

When a commercial agent's commission is earned

The triggering event is the legal event that opens the agent's right to be paid. Two extremes are possible: the most agent-favourable is the signing of an order by the customer; the most principal-favourable is payment by the customer once the contract has been fully performed. Article L 134-9 adopts a solution more favourable to the agent than the second, and one the parties cannot derogate from to the agent's detriment (Article L 134-16): commission is due as soon as the principal has executed the transaction, or should have executed it under the agreement concluded with the customer, and is in any event acquired at the latest when the customer has performed its part of the transaction, or should have performed it had the principal performed its own.

The right to commission is extinguished only in a narrow case. Under Article L 134-10, it falls away if the principal establishes that the contract between it and the customer will not be performed, and that the non-performance is not due to circumstances attributable to the principal — a force majeure, or the customer's own default, whether total or partial. The burden of proving this rests on the principal (Cour de cassation, chambre commerciale, 31 March 2015, no. 14-10.346). Where commission has already been paid and the right is extinguished, the agent must repay it. On partial performance, the Court of Justice has held that commission is acquired progressively as the contract is performed, and that a clause requiring the agent to repay part of its commission on partial non-performance is valid provided the repaid portion is proportionate to the extent of the non-performance and the non-performance is not attributable to the principal (Court of Justice of the EU, 17 May 2017, Case C-48/16).

Commission attaches to concluded business, not to a mere framework. An agent that negotiated only a framework agreement fixing conditions of price, discount and stocking according to the customer's needs, without being able to point to orders placed under it, has no right to commission on that framework alone (Cour de cassation, chambre commerciale, 9 December 2014, no. 13-23.309). The right arises transaction by transaction, as business is actually concluded and then performed.

A Principal Cannot Sit on an Order to Defeat Commission

Because commission is acquired once the principal should have performed, a principal that delays or fails to deliver cannot use its own inaction to deny the agent its pay. The commission is treated as earned at the point the principal ought to have executed the transaction, conformably with the contract concluded with the customer.

The base of a commercial agent's commission during the contract

During the life of the contract, the base of the commission has two limbs under Article L 134-6. The first is direct commissioning: the agent is entitled to commission on any business concluded through its intermediation, and that right extends to business concluded with customers with whom it had previously established a relationship for business of the same kind. The Court of Justice has accepted that the parties may contractually exclude the second part of this limb — the commission on repeat business from previously acquired customers (Court of Justice of the EU, 13 October 2022, Case C-64/21).

The base of the commission is, in each case, the value of the business the principal concludes thanks to the agent's efforts. What the principal grants its customers on a footing unconnected to those sales stays outside that base: year-end rebates the principal awards its customers independently of the business the agent brought are excluded from the calculation and are not deducted from the commission base either (Cour de cassation, chambre commerciale, 19 March 2013, no. 12-14.427). The base is the price of the business generated, not the principal's separate commercial gestures toward the same customers.

The second limb applies where the agent is entrusted, with or without exclusivity, with a geographic territory or a specific group of customers. There, the agent is entitled to commission on any business concluded during the contract with a customer belonging to that territory or group (Article L 134-6, second paragraph) — this is the direct-and-indirect commissioning limb. The right applies even without an exclusive territory (Cour de cassation, chambre commerciale, 23 January 2007, no. 05-10.264), and the Court of Justice confirmed early on that a defined sector is enough to found it (Court of Justice of the EU, 12 December 1996, Kontogeorgas, Case C-104/95). But two conditions matter. The territory must be genuinely defined; the judge must find that a delimited geographic sector was granted (Cour de cassation, chambre commerciale, 8 December 2009, no. 08-17.749). And where the agent did not itself handle the transaction, it can claim commission only where the principal intervened directly or indirectly in concluding the business with the third party; it has no claim if the business was concluded with the customer by another agent. Once a territory is granted, indirect commission has been held to cover sales made into that territory, including online sales to a person belonging to it (Cour de cassation, chambre commerciale, and, more recently, Cour d'appel de Paris, 24 September 2024, no. 23/06565).

A commercial agent's commission after the contract ends

The base extends beyond termination. Under Article L 134-7, the agent is entitled to commission on business concluded after the agency contract has ended in two situations. The first is where the business is mainly attributable to the agent's activity during the contract and was concluded within a reasonable time after the contract ended. The second is where the business was concluded with a customer from whom the agent had previously obtained the custom for business of the same kind, and the customer's order was received by the principal or by the agent before the contract ended.

The first situation captures orders received before the contract ended but performed afterwards, and business that ripens shortly after the agent's departure through the momentum it built. The "reasonable time" is not fixed by statute; it is read against the usage or the contractual practice of the sector, on the premise that the agent's activity has a lingering effect that continues to generate business for a period after it stops working. That premise is what justifies paying commission on transactions the agent was no longer present to handle.

This post-termination commission — the "residual effect" of the agent's work — is often set aside by agreement to avoid disputes with a successor agent, because the incoming agent is otherwise entitled to a share of the commission due to its predecessor. Article L 134-8 addresses that overlap: the new agent is not entitled to the commission due to the previous agent, unless the circumstances make it equitable to share the commission between them.

Commission on a Territory Is Not the Same as the Termination Indemnity

The commission that continues to accrue on territory sales or on post-termination business is separate from the compensation the agent may claim on termination. The commission rewards specific transactions; the termination compensation reparates the loss caused by the end of the relationship. An agent can be entitled to both, and they are calculated on different bases — the termination compensation is treated in the dedicated article on a commercial agent's compensation.

The rate of a commercial agent's commission

The rate is normally agreed by the parties. Contract drafting on this point is often thin — a single flat rate — where a progressive or degressive rate, or a rate modulated by turnover, could steer the agent's activity and serve the principal's commercial strategy more effectively. A rate that rises with volume rewards the agent for developing the customer base; a rate that falls on very large accounts protects the principal's margin on business the agent did least to win. The choice of rate structure is one of the few genuinely open levers in the commission regime, and it repays being drafted deliberately rather than defaulted to a single percentage.

Where the contract does not fix the conditions of remuneration, Article L 134-5 supplies them: the agent is entitled to remuneration in line with the usages of the sector it covers where it operates, and, failing an applicable usage, to a reasonable remuneration taking account of all the elements of the business. That default is consistent with the ordinary rules on determining price in agency contracts. It is worth reading alongside Article 1165 of the Civil Code, under which, in service contracts, failing agreement before performance the price may be set by the creditor, who must justify the amount if challenged, with the judge able to award damages for an abuse in fixing it — so the court's role shifts toward sanctioning an abusive unilateral determination rather than fixing the figure itself.

Payment, statements and the right to check a commercial agent's commission

Payment of the commission must be made at the latest on the last day of the month following the quarter in which it was earned. The principal must give the agent a statement of the commissions due, by the same deadline, setting out all the elements on the basis of which the amount was calculated — the orders received, the turnover generated in the sector concerned, or the payments made by the customers (Article R 134-3). The agent is entitled to demand from the principal all the information, and in particular an extract of the accounting records, needed to verify the amount of commission owed — and it may do so even where it does not hold an exclusive right over the geographic sector or the defined list of customers entrusted to it.

The flow of paper runs both ways. Against the principal's statement, the agent must in turn issue an invoice corresponding to the amount of commission due. The statement identifies the elements of the calculation; the invoice records the sum claimed. Together they give each side a documentary trail, which matters when a commission entitlement is contested months or years later.

These documentation and verification duties are protected. Any clause or agreement derogating from them to the agent's detriment is deemed unwritten (Article R 134-4). And the absence of registration on the special register does not deprive the agent of the commission provided for by the contract; registration is a policing measure, not a condition of the right to be paid.

The Statement Is a Right, Not a Courtesy

The quarterly commission statement and the right to an extract of the accounts are the agent's tools for checking that it has been paid correctly. Because they are mandatory, a principal cannot refuse them by contract, and an agent that suspects under-payment can compel disclosure of the underlying figures rather than take the principal's statement on trust.

What the parties can and cannot change about the commission

The commission regime is a mix of mandatory rules and default rules, and knowing which is which is what decides most disputes.

Mandatory — cannot be reduced to the agent's detriment Open to agreement
When commission is earned and becomes final (Article L 134-9) — a principal cannot make payment turn on later events to the agent's detriment. The rate of commission, and whether it is flat, progressive or degressive (Article L 134-5).
The narrow conditions for extinguishing the right (Article L 134-10), except the repayment obligation itself. Exclusion of commission on repeat business from previously acquired customers (CJEU, Case C-64/21).
The statement of commissions and the right to an extract of the accounts (Article R 134-3; Article R 134-4). A proportionate repayment clause on partial non-performance not attributable to the principal (CJEU, Case C-48/16).
Payment by the last day of the month following the quarter in which commission was earned (Article L 134-9). Whether post-termination commission under Article L 134-7 is retained or set aside by agreement.

Frequently asked questions about commercial agent commission

When is a French commercial agent's commission earned?

Commission is due as soon as the principal has performed, or should have performed, the transaction under its agreement with the customer, and it is acquired at the latest when the customer has performed its part (Article L 134-9). A principal cannot use its own delay or non-delivery to avoid paying.

Is a commercial agent entitled to commission on sales it did not handle?

Yes, where it holds a defined territory or group of customers: it is then entitled to commission on business concluded during the contract with a customer belonging to that territory or group (Article L 134-6), even without exclusivity, provided the territory is genuinely defined and the principal intervened directly or indirectly in the sale.

Can a commercial agent claim commission after the contract ends?

Yes, in two cases under Article L 134-7: where the business is mainly attributable to the agent's activity during the contract and concluded within a reasonable time after it ended; or where the customer's order was received before the contract ended for a customer the agent had previously acquired.

How is the commission rate set if the contract is silent?

Under Article L 134-5, the agent is entitled to remuneration in line with the usages of the sector it covers where it operates, and, failing an applicable usage, to a reasonable remuneration taking account of all the elements of the business.

When must the principal pay the commission?

By the last day of the month following the quarter in which the commission was earned (Article L 134-9). The principal must also provide a statement of the commissions due by the same deadline, setting out how the amount was calculated (Article R 134-3).

Can a commercial agent check how its commission was calculated?

Yes. The agent may demand all information, and in particular an extract of the accounting records, needed to verify the amount owed (Article R 134-3), even without an exclusive territory. This right is mandatory; a clause removing it is deemed unwritten (Article R 134-4).

Key takeaways

In brief
Proportional remuneration (Article L 134-5): commission is geared to the number or value of the business; failing agreement, the rate follows sector usage or a reasonable amount.
Earned early (Article L 134-9): commission is due once the principal has performed or should have performed, and at the latest when the customer performs. A principal cannot sit on an order to defeat it.
Territory commission (Article L 134-6): an agent with a defined territory or customer group earns commission on business there, even without exclusivity, where the principal intervened directly or indirectly.
Post-termination commission (Article L 134-7): business mainly due to the agent's work and concluded within a reasonable time, or ordered before termination, still carries commission.
Extinguished only narrowly (Article L 134-10): the right falls away only if the principal proves the customer contract will not be performed for a reason not attributable to it; the burden is on the principal.
Statement and audit rights (Article R 134-3): a quarterly statement and an extract of the accounts are mandatory; payment is due by the last day of the month following the quarter in which commission was earned.

How our French lawyers help with commercial agent commission

Commission disputes turn on the base, the timing and the paperwork

We advise foreign principals and agents on the commission provisions of French agency contracts — drafting the base, the territory clause, the rate structure and any repayment mechanism so they hold, and enforcing or resisting commission claims, including the right to an extract of the accounts. Where commission has been under-declared, we compel disclosure of the underlying figures.

Discuss a commission question

This article is for general information only. It does not constitute legal advice. Commission entitlements are highly fact-specific. Contact our French lawyers for qualified advice before relying on any provision of your agency contract or taking any step in a commission dispute.