Investing in French Retail Real Estate: The Legal Structure of Shopping Centres

Three Models, One Asset Class

The French retail property market has no single dominant ownership structure. A shopping centre in Paris, Lyon or Bordeaux may be structured as a traditional copropriété with joint ownership of common parts governed by the loi of 10 July 1965, or as a division en volumes — in which each section of the complex is an independent three-dimensional property right with no shared ownership at all, the relationships between volumes being governed by a network of perpetual servitudes. Many large schemes combine both: a division en volumes at the level of the overall complex, with a copropriété organised within one or more of the volumes.

For investors, the distinction matters because it determines the decision-making architecture. For tenants, it determines who can authorise works, who is responsible for the common areas, and whose approval is needed before any modification can be made.

The Copropriété Structure

The copropriété is the original multi-owner property structure in French law, governed by the loi of 10 July 1965 (most recently amended by the loi of 9 April 2024). Each lot consists inseparably of a private portion and a fractional share of the common parts, expressed as tantièmes of the whole. The governance rests on three organs: the syndicat des copropriétaires (collective body of all co-owners, endowed with legal personality); the assemblée générale (decision-making meeting, convened at least annually); and the syndic (executive officer). A conseil syndical, elected by the general assembly, assists and oversees the syndic.

The Governance Trap for Tenants and Landlords

The most commercially significant feature of the copropriété for a commercial tenant is the constraint it places on the landlord's autonomous decision-making. The landlord in a copropriété-structured centre does not have the power to authorise works that affect the common parts or the external appearance of the building. Only the general assembly of co-owners can grant that authorisation. The syndic has no power to authorise works affecting common parts: an approval given by the syndic for works that require a general assembly vote is legally worthless. In any copropriété-structured centre, a tenant planning works must verify not only the landlord's approval but also the governance document trail — the règlement de copropriété and the état descriptif de division — to determine whether proposed works will touch common parts and what majority vote is required.

General Assembly Majority Requirements

Not all decisions in a copropriété are taken by the same majority. The law of 10 July 1965 establishes a hierarchy of majority thresholds calibrated to the significance of the decision.

A bridging mechanism — the passerelle — allows the threshold to drop in certain circumstances: where an absolute majority vote fails but the motion received more than one-third of all votes, the same meeting may immediately proceed to a second vote at simple majority.

The Division en Volumes: France's Complex Mixed-Use Structure

The division en volumes was developed to solve a problem the traditional copropriété cannot handle: complex mixed-use developments in which commercial space, offices, housing, public infrastructure, and underground car parks are superimposed or interlocked in ways that make the concept of shared ownership operationally unworkable. La Défense in Paris, the Arénas business centre in Nice, and many of France's largest retail complexes are structured as ensembles immobiliers complexes organised by division en volumes.

In a division en volumes, the overall building mass is divided three-dimensionally into independent property units called volumes. Each volume is a full, autonomous property right defined by reference to altimetric coordinates rather than the traditional boundaries of walls and floors. There are no common parts in the copropriété sense: what would be common parts are instead the subject of reciprocal perpetual servitudes between the volume owners. To adopt a division en volumes structure and exclude the default copropriété statute, two cumulative conditions must be satisfied: a written convention must expressly exclude the copropriété regime, and a separate organisation with legal personality must be created to manage the common equipment and infrastructure of the complex (Cass. 3e Civ. 19-9-2012; Cass. 3e Civ. 12-6-2018).

The État Descriptif de Division en Volumes (EDD)

The foundational document is the état descriptif de division, drawn up as a notarial deed and published in the land registry. The EDD identifies each volume by reference to cadastral plots and altimetric plans, defines the destination and composition of each volume, and establishes the full network of servitudes that will govern the relationships between volumes in perpetuity. For any tenant in a complex organised by division en volumes, the EDD defines the precise legal perimeter of the leased premises. The landlord is required to produce the EDD to the tenant.

The ASL: Governing the Common Infrastructure

The association syndicale libre (ASL) is the governance body that substitutes for the syndicat des copropriétaires in a division en volumes structure. Governed by the ordonnance of 1 July 2004 and the decree of 3 May 2006, its defining feature is that it is a property right entity: the rights and obligations arising from the ASL's constitution are attached to the real properties within its perimeter, not to the individual owners personally. A transferee of a volume automatically becomes a member of the ASL. The ASL typically receives from the developer the ownership and/or management of elements and equipment of common utility — shared infrastructure serving all volumes — and collects contributions from member property owners to fund maintenance, repair, and renewal of shared systems.

The practical implications for commercial tenants are substantial. Charges attributable to the ASL's budget flow from the landlord through to the tenant via the lease service charge provisions. A tenant in a division en volumes complex is thus indirectly subject to decisions taken by the ASL, including any assessment of major shared infrastructure works that may generate exceptional charge levies. The ASL's governing documents — its statutes, the cahier des règles d'usage et d'occupation, and the EDD — set the framework within which those charges are determined. When cited in the lease, these documents bind the tenant and their financial consequences flow through as service charges.

The Single-Owner Centre: Maximum Flexibility, Concentrated Risk

Where a single entity owns the entire scheme, the governance constraints of copropriété and division en volumes disappear. The owner has full autonomous authority over the property, limited only by planning law, its lease obligations, and the general law of property and contract. Single-ownership is the model most commonly associated with large institutional investors who have assembled or developed entire schemes. It offers maximum flexibility for asset management: repositioning, extension, refurbishment, or partial demolition can be decided without needing third-party co-owner consent.

The trade-off is concentrated governance risk. A single-owner centre that passes through financial difficulty or a contested ownership dispute creates immediate operational uncertainty for every tenant in the scheme. Tenants rely entirely on the solvency and management capacity of a single counterparty. For tenants in single-owner centres, the key due diligence questions concern the financial health of the owner, the quality of the management company, and the terms under which management responsibilities can be transferred to a successor without tenant consent.

This article is for general information and educational purposes only. It does not constitute legal advice. The legal framework described reflects French law as at 2025. Always seek qualified legal and financial advice before any investment or transactional decision.