In France, approximately one in ten tobacco outlets is subject to an acquisition annually, representing an estimated volume of 2,000 to 2,300 transactions per year. However, despite these encouraging figures, the tobacco retail sector currently faces several structural challenges.
Indeed, there is a structural decline in tobacco sales, and consequently in profit margins, due to regular price increases mandated by the State. This is compounded by cross-border competition and the expansion of the illicit market. By way of illustration, the average price of a pack of cigarettes is approximately €12.50 in France, compared to €9 in the Netherlands, €8.50 in Germany and Belgium, €6 in Luxembourg, €5 in Greece, Spain, and Andorra, and €3.80 in Romania. In non-EU countries, the price stands at approximately €2.50 in Morocco and €1.80 in Turkey.
Furthermore, tobacconists must now diversify their business activities to ensure economic sustainability and facilitate growth.
Accordingly, there are two categories of tobacco outlets in France:
- Ordinary tobacco outlets (débits de tabac ordinaires);
- Special tobacco outlets (débits de tabac spéciaux), located in railway stations, airports, ports, or motorway rest areas.
Tobacco retail may be conducted on an exclusive basis, where the operator acts solely as a tobacconist. Alternatively, it may be associated with another commercial activity, such as a bar, a newsstand, a lottery outlet, or a hotel. In such instances, the operator must comply with the specific regulations applicable to each respective activity.
A distinction must be made between tobacco outlets and tobacco resellers.
Tobacco resellers must maintain a primary business activity other than tobacco resale. They are authorized to sell tobacco only to their own customers and staff members. (For example, a bar-tobacconist cannot sell tobacco to an individual who has not purchased a beverage).
Establishments authorized to act as resellers include:
- Restaurants holding a “restaurant license”;
- Bars and cafés holding a Category III or IV license;
- Service stations located on motorways, expressways, or urban ring roads, as well as all service stations located in Corsica;
- Prisons;
- Military barracks.
In France, the retail sale of tobacco is a State monopoly. This implies that the sale of cigarettes, cigars, or rolling tobacco may only be performed by retailers authorized by the administration.
Consequently, unlike a standard commercial business, the operator of a bar-tobacconist does not own the “right to sell” tobacco. They must obtain an accreditation issued by the Directorate General of Customs and Indirect Taxes (DGDDI).
The tobacco retailer is legally considered an agent (préposé) of the Customs Administration. In this capacity, they are bound by several obligations, notably:
- Compliance with prices set by the administration;
- Adherence to regulations concerning product storage and security;
- Submission of annual tobacco stock declarations.
I. Prerequisites for Operating a Tobacco Outlet
The establishment of tobacco outlets is prohibited in certain areas. Specifically, they may not be located:
- Within shopping malls adjacent to large-scale self-service retail stores that generate more than one-third of their turnover on a surface area exceeding 1,000 m²;
- In shopping centers, unless they provide local services solely for the benefit of the residents of a specific commune or neighborhood;
- If a tobacco outlet previously existed and was temporarily closed within the same perimeter;
- In “protected zones,” defined as areas surrounding public educational institutions, schools, or youth training and leisure centers.
Furthermore, the applicant must meet several criteria : be of legal age ; be a citizen of France, a member state of the European Union or the European Economic Area, or Switzerland; possess a clean criminal record (Bulletin No. 2); enjoy full civil rights; be compliant with tax and customs obligations for the three years preceding the application; not be a manager or substitute manager of another tobacco outlet; and not be under guardianship or conservatorship.
The business must be operated either as a Sole Proprietorship (Entreprise Individuelle – EI) or a General Partnership (Société en Nom Collectif – SNC) composed exclusively of natural persons. Consequently, a legal entity (company) cannot be a partner in an SNC that sells tobacco.
As of October 1, 2025, the requirement to demonstrate physical fitness through a medical examination has been abolished.
II. Opening and Acquiring a Tobacco Outlet
In France, a tobacco outlet may be either established (opened) or acquired.
To open an outlet, the operator must participate in a competitive bidding process following a zoning decision by the Customs Administration.
To acquire an existing outlet, the current operator must present the successor’s application to the Customs service.
In both scenarios, the Customs Administration has four months to respond. A failure to respond within this period is deemed a tacit refusal.
Conversely, if accreditation is granted, a mandatory initial training session of 3 to 4 days is required within the six months preceding the execution or renewal of the management contract.
In practice, the parties generally execute a Preliminary Business Sale Agreement (promesse de vente de fonds de commerce) prior to the final closing. This document sets forth the essential terms and conditions of the sale, determines the purchase price, and outlines the closing mechanics.
The sale agreement frequently includes several conditions precedent (conditions suspensives). These typically relate to obtaining Customs Administration accreditation, securing bank financing, and, where applicable, obtaining the landlord’s consent for the transfer of the commercial lease. Other conditions may also be included.
III. Acquisition of the Tobacco Business Assets (Fonds de Commerce)
A) Due Diligence
Prior to any acquisition, it is highly recommended that a legal, financial, and employment due diligence (audit) be conducted by a business lawyer. This analysis identifies potential risks associated with the operation.
First, the commercial lease must be thoroughly reviewed, specifically: the remaining term; the rent and service charges; rent review clauses; and any restrictive covenants regarding authorized activities on the premises.
Furthermore, contracts tied to the business must be analyzed. Certain contracts will automatically transfer to the buyer (e.g., employment contracts), while others require the third party’s consent. (For example, in a point-of-sale equipment lease with LEASCORP, it is stipulated that “the lessee may only assign or pledge the rights arising from this contract with the prior written consent of the lessor”).
This applies similarly to supply contracts, particularly for tobacco products. The purchaser must source products exclusively from authorized suppliers (e.g., Logista France, Davidoff of Geneva France, SAS Coprova, SA Soditab, etc.). Within the framework of resale, resellers must offer products from at least three different manufacturers of their choice. They are prohibited from entering into exclusivity agreements with any manufacturer or supplier. They must source their stock solely from the nearest permanent ordinary tobacco outlet. By way of derogation, they may source from another nearby outlet if:
- The manager of the nearest outlet waives their right;
- The requested cigars are not distributed by the primary outlet, subject to the latter’s consent.
Compliance with administrative, health, and technical safety standards (e.g., fire safety) must also be verified, including the maintenance of a safety register and the certification of fire extinguishers, gas, and electrical installations.
B) Financing the Acquisition
In principle, to obtain Customs accreditation, the applicant must demonstrate the capacity to purchase the business assets associated with the tobacco outlet. The acquisition is typically financed through a bank loan (up to 70%) supplemented by a personal contribution (20% to 30%).
Honor loans (prêts d’honneur)—interest-free, unsecured loans—may also be used to supplement the personal contribution. These are managed by networks such as Initiative France or Réseau Entreprendre.
Crowdfunding is another alternative, allowing the purchaser to raise funds via online platforms (e.g., KissKissBankBank, Ulule) from individual contributors.
Finally, vendor financing (crédit vendeur) is an arrangement where the seller agrees to defer a portion of the purchase price, often through installments. This typically covers 30% to 50% of the price over 1 to 3 years, with an interest rate negotiated between the parties (generally aligned with prevailing bank rates).
Business assets may also be operated under a management lease (location-gérance), notably when:
- The lease is granted by a municipality or a group of municipalities;
- The outlet is located in a Rural Revitalization Zone (ZFRR);
- The business is operated under a franchise agreement.
C) Post-Acquisition State Aid
Following the acquisition, several State aid schemes are available:
- Transformation Grant: For ordinary outlets converting into multi-service local shops. The subsidy rate is 30% or 50% depending on tobacco turnover, capped at €33,000.
- Fixed Support Scheme (2023-2027): Aimed at vulnerable retailers, ranging from €1,500 (seasonal) to €2,500 (permanent) based on previous turnover.
- Exceptional Support: For abnormal declines in turnover, which may amount to €3,000.
- Security Grant: Up to €10,000 every five years for the acquisition and installation of security systems.
In conclusion, the acquisition of a tobacco outlet is a strictly regulated legal transaction requiring compliance with numerous administrative and regulatory conditions. In this context, the assistance of a business lawyer is essential to secure the transaction, particularly regarding due diligence, the drafting of transfer deeds, and financing advisory.