Bar-tabac sale and takeover lawyer

Updated 26 October 2026

Key contacts: William Mak (Lawyer - Founder), Pascal-André Gérinier (Lawyer - Founder)

Taking over a bar-tabac (a café with a state tobacco counter) is not just a matter of buying a business: it means obtaining approval from French customs (DGDDI) and from the Française des Jeux, and taking over a Licence IV (full on-licence for alcohol), on a timetable that the preliminary sale agreement must accommodate. MOSAIK brings together the two skills the transaction requires, the sale of businesses and customs law, for sellers and buyers alike.

A tobacconist does not own the tobacco retail monopoly. They exercise it on behalf of the State, under a management contract (contrat de gérance). The value of the business therefore also depends on authorisations granted personally to the buyer. The bank generally waits until they have been obtained before confirming its financing. A takeover thus requires coordinating the steps taken with customs, the gaming operators and the lender: any delay at one stage can push back the entire transaction.

Tobacco is not sold: it is passed on by presenting a successor

The seller does not transfer the tobacco outlet (débit de tabac) together with the business: they present the buyer as their successor to the interregional director of customs, and must do so before the sale (Article 20 of Decree no. 2010-720 of 28 June 2010). In principle, the seller must have run the outlet for at least three years and be in a position to settle their tax and social security debts. The candidate then has two months from the date of the customs letter to file a complete application, failing which the procedure is abandoned. The certificate of candidacy received during the review is not an approval: the candidate may sell tobacco or obtain supplies of it only after signing the management contract, entered into with the State for a renewable three-year term (Article 2).

The candidate, like each partner in the company that will run the outlet, must in particular (Article 5):

• be a French national or a national of another Member State of the European Union, the European Economic Area or Switzerland;
• show good character and integrity with regard to their criminal record (bulletin no. 2) and to compliance with tax and customs obligations over three years;
• be of age, not be under guardianship or curatorship and enjoy their civic rights;
• complete the initial vocational training before signing the management contract with the customs authorities;
• not already be the manager, deputy or partner of another tobacco outlet.

The operator must also hold full ownership of the business attached to the outlet, subject to the exceptions provided for in rural municipalities (Article 4).

The choice of structure must therefore be made before the preliminary agreement is signed. The outlet is run either as a sole proprietorship or by a general partnership (société en nom collectif, SNC) whose partners are all natural persons and whose manager holds an absolute majority of the shares; the same company then runs all the activities of the business, including the bar, and each partner must be approved (Article L. 3512-14-3 of the French Public Health Code). The nationality requirement therefore applies to each partner. In an SNC, the partners are also jointly and severally liable, without limit, for the company's debts: the allocation of shares and the partners' agreement deserve the same attention as the price.

Française des Jeux and PMU

Authorisation to operate a gaming outlet does not automatically follow the sale of the business. The buyer files an application with the Française des Jeux, with the documents set by ministerial order: identity, tax notices, articles of association, preliminary agreement or deed of acquisition, financing and contributions. The authorisation requires a binding opinion from the Minister of the Interior, deemed favourable if it is not notified within two months of the acknowledgement of receipt of the complete application (Article R. 322-18-1 of the French Internal Security Code). An unfavourable opinion may be challenged. Training, a contract and, often, a financial guarantee follow this opinion. The PMU applies the same mechanism. It is prudent to file the application as soon as the preliminary agreement is signed, as the loan often depends on it.

Licence IV and terrace

The Licence IV goes with the business, but its new operator must declare the transfer in writing to the town hall at least fifteen days in advance (Article L. 3332-4 of the French Public Health Code) and hold an operating permit (permis d'exploitation), issued after compulsory training and valid for ten years (Article L. 3332-1-1). A licence that has not been used for more than five years is deemed to have lapsed and can no longer be transferred (Article L. 3333-1): the audit checks this. Finally, the terrace relies on a personal and revocable permit to occupy the public domain, which the buyer must apply for afresh to the municipality.

Securing the preliminary agreement

The preliminary sale agreement should, in particular, make the sale subject to the following conditions precedent:

• obtaining the customs authorities' approval of the buyer to run the tobacco outlet;
• receiving authorisation from the Française des Jeux, after the opinion of the Ministry of the Interior, to continue the gaming activity;
• obtaining the bank loan needed to finance the price and the costs of the acquisition;
• verifying that the municipality does not exercise its pre-emption right over the business;
• confirming that the terrace permit is maintained, or that a new permit is obtained if needed;
• ensuring that there are no registered charges or debts encumbering the business that would not be cleared by the price;
• establishing that no major works on the building are planned whose cost would be borne by the tenant.

The deadlines must take account of the time the various authorities and the bank take to process the applications. The preliminary agreement must set a realistic long-stop date and provide for a possible extension, governed by a written agreement. It must also state that the immobilisation indemnity (indemnité d'immobilisation) is refunded if a condition fails through no fault of the buyer.

On the seller's side, several obligations determine whether the sale is lawful. In businesses with fewer than fifty employees, the employees must be informed of the planned sale so that they can make an offer, no later than one month before the sale for sales concluded since 26 July 2026 (Article L. 141-23 of the French Commercial Code, as amended by Law no. 2026-403 of 26 May 2026). Where the business is located in a local retail protection area, the sale must be declared to the municipality, failing which it is void, and silence for two months amounts to a waiver of pre-emption (Article L. 214-1 of the French Town Planning Code). Finally, on the day of the sale, the seller and the buyer initial the statement of monthly turnover achieved since the end of the last financial year (Article L. 141-2 of the French Commercial Code).

In practice, difficulties rarely stem from the law, and almost always from the timetable and the documents:

• diagnostic surveys, electrical and gas reports, employment contracts or creditor statements promised by the seller are slow to arrive as the deadline approaches;
• roofing or façade works are discovered late, delay the signing and may justify renegotiating the price;
• the accounts presented do not match the available cash or the payroll announced during discussions;
• the fate of the employees taken over remains uncertain, particularly when a negotiated termination before the sale has to be organised and costed;
• a postponement of the signing causes the interest rate terms offered by the bank to expire, making it necessary to review the financing;
• the start date agreed with customs has to be pushed back, which means reorganising the takeover.

Business sale and customs law: one team

MOSAIK handles the transaction as a whole: sale of the business, commercial lease, dealings with the regional tobacco department of customs and, after the takeover, customs law: inspections, obligations under the management contract, defence where the authorities are considering termination, in which case they must inform the tobacconist at least three months in advance and invite them to submit observations. The firm's Asian Desk regularly assists buyers and sellers from the Chinese community, in French as well as in Chinese.

For sellers, MOSAIK assists with valuing the business and can look for a buyer under a mandate. The firm prepares the presentation of the successor to customs and gathers, in advance, the documents that the buyer and its bank will request. This preparation limits missing documents and postponed signings. Our practical guide to taking over a bar-tabac sets out the steps, from the preliminary agreement to the opening.