What is the municipality's commercial pre-emption right? 

Verified 27 January 2025 - Directorate for Legal and Administrative Information (Prime Minister)

The right of commercial pre-emption allows a municipality to have priority to buy a commercial lease, a commercial estate, a craft estate or a plot of land that can accommodate businesses. It must then resell it (or relend) to a trader or craftsman. This right of first refusal may be exercised only on property situated in a specific area known as perimeter for safeguarding local trade and crafts.

The municipality enjoys a commercial right of first refusal where commercial premises are situated in a specific area known as perimeter for safeguarding local trade and crafts are sold.

The sales concerned are as follows:

  • Plots already accommodating or intended to accommodate shops with a sales area of between 300 m² and 1,000 m².

Before any plan to transfer, the seller must ask the City Hall whether the craft fund, goodwill, commercial lease or land concerned is located within a perimeter of protection of local commerce and crafts.

If this is the case, the seller must send the municipality a prior declaration of sale assignment. Once informed, the municipality may decide to exercise its right of pre-emption and acquire the property.

Property or rights included in the transfer of an activity provided for in a backup plan or as part of a reorganization or winding-up proceedings are not affected by the right of commercial pre-emption.

The commune has a commercial right of first refusal to purchase as a priority a commercial lease, a commercial estate, an artisanal estate or land located in a local commercial protection zone.

She can delegate this right to the following persons and entities:

  • EPCI: titleContent of which she is a member
  • Public establishment
  • Mixed Economy business (SEM)
  • Concessionaire of a development operation
  • Person holding a contract for the performance of commercial or craft revitalization activities or operations

If the handicraft fund, the goodwill, on commercial lease or the land is located within a perimeter of protection of local trade and crafts, the seller (or transferor) of the business, commercial lease or land fills out the following Cerfa form:

Declaration of assignment of a business, craft or commercial lease, subject to the right of first refusal

This form should be sent to the mayor of the municipality concerned:

Who shall I contact

This form must be completed in 4 copies and sent in one of the following ways:

  • By registered letter with AR
  • By electronic means
  • By deposit in town hall against receipt

FYI  

The prior declaration of assignment must be made to the City Hall. In the absence of a prior declaration to the municipality, the sale may be canceled.

Once the municipality is informed of a sale within the protection of local trade and crafts, it may or may not decide to exercise its right of first refusal to acquire the property.

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Decision to pre-empt

Business, craft or land funds
Conclusion of the deed of assignment

The municipality forward the decision to pre-empt to the seller by registered post with notice of receipt or by electronic means.

Where the seller of the goodwill or craft fund leases its commercial premises, a copy of the decision to pre-empt shall be sent to the owner (lessor).

The municipality then has a period of 3 months to to conclude the assignment from the agreement on price and premises.

Retrocession (resale) by the municipality

The municipality must then relend (i.e. resell) the craft fund, the goodwill or the land

The municipality must resell to a company registered in SCR: titleContent or at RNE: titleContent. It must post in town hall for 15 days a retrocession notice. This notice shall include a call for applications, a description of the land, the lease or the land, and the proposed price. He mentioned that the specifications could be consulted in the town hall.

The resale (called retrocession) must then be authorized by a decision of the municipal council which sets the conditions and justifies the choice of the beneficiary.

The municipality has a two-year period from pre-emption.

Where the municipality has set up the craft fund or the business fund in management leasing in order to keep it in business, the time limit for reselling shall be increased to 3 years.

FYI  

If it has not found a buyer within the two-year period, the buyer who initially wished to acquire the lease or the land shall have a right of priority.

Commercial lease
Conclusion of the deed of assignment

The municipality forwards the decision to pre-empt to the seller by registered post with a request for notice of receipt or by electronic means.

She has a three-month period to conclude the assignment from the price and premises agreement.

Retrocession by the municipality

The municipality must then relend (i.e. resell) the commercial lease.

It must assign the commercial lease to a company registered in SCR: titleContentor at RNE: titleContent. It must post in town hall for 15 days a retrocession notice. This notice shall include a call for applications, a description of the land, the lease or the land, and the proposed price. He mentioned that the specifications could be consulted in the town hall.

Resale (retrocession) must be authorized by a decision of the municipal council which sets the conditions and justifies the choice of the beneficiary.

The prior agreement of the lessor is required. This agreement is included in the act of retrocession.

Please note

If the lessor objects to the return, he must refer the location of the rented property to the President of the Court.

Who shall I contact

The municipality has a two-year period from pre-emption to relend the commercial lease.

During the transitional period of retrocession, the municipality must fulfill the obligations of the commercial lease with regard to the lessor. For example, they have to pay rent and pay severance pay.

The lessor may not terminate the commercial lease if the goodwill is not in operation.

Please note

If the municipality has not found a buyer within the two-year period, the buyer who initially wished to acquire the lease has a right of priority.

Decision not to preempt

If the municipality does not its right of first refusal within 2 months of receipt of the prior declaration of assignment, the seller is free to sell to another buyer.