Brokerage commissions: dual registration required

An insurance broker can obtain payment of intermediation commissions only if it establishes, for each period concerned, two cumulative registrations: with the trade and companies register (registre du commerce et des sociétés) and with the register maintained by ORIAS. A memorandum of agreement (protocole d'accord) entered into with the insurer does not dispense with this dual condition. The court must verify those registrations period by period before ordering the insurer to pay.

Key points

• Remuneration of an insurance broker's intermediation activity requires two cumulative conditions: registration with the trade and companies register and registration with the register maintained by ORIAS.
• An agreement with the insurer, even one expressly recognising a right to commissions, does not replace those two registrations.
• Evidence must be produced for each period in respect of which the commissions are claimed, and not once and for all.
• An insurer that has paid commissions for several years may subsequently challenge the broker's entitlement and seek their restitution.

What facts led to the dispute over brokerage commissions?

A general insurance agent who was ceasing their activity had arranged, with their insurer, the transfer of their portfolio to their brokerage company, which then claimed payment of the corresponding commissions (Civ. 2e, 2 April 2026, No. 24-10.693). The general insurance agent had ceased their activity at the end of 2013 and wished to transfer the commercial ownership of their portfolio to a brokerage company they managed. A memorandum of agreement was signed between the general agent, the insurer and the broker. From January 2014, the broker received brokerage commissions from the insurer, in particular in respect of insurance policies previously taken out by an industrial group.

The insurer stopped paying those commissions from June 2018. The broker then brought a claim against it for payment. The decision under appeal (CA Versailles, 14 December 2023, No. 22/00690) had ordered the insurer to pay the commissions assessed as at 30 September 2021 and to resume payment, holding that the memorandum had not made the insurer's undertaking subject to any condition other than the payment of a possible indemnity in the event of termination (résiliation).

The second civil chamber partially quashes that decision: the lower court judges could not order the insurer to pay without considering whether the broker established, for each period, its registration with the trade and companies register and its registration with the register maintained by ORIAS. The Court refers to Articles L. 511-1, I, and L. 512-1 of the French Insurance Code, in their wording resulting from Law No. 2005-1564 of 15 December 2005, together with Articles R. 511-2, I, and R. 511-3, II, in their wording resulting from Decree No. 2006-1091 of 30 August 2006, and sets out the following rule (free translation):

It follows from the combination of those provisions that the remuneration of the intermediation activity of an insurance broker is cumulatively subject to its registration with the trade and companies register and to its registration with the register maintained by the Organisme pour le registre unique des intermédiaires en assurance, banque et finance (ORIAS).

The Court first rejects the objection to admissibility raised by the broker: the insurer had argued on appeal that the broker did not establish its capacity to act in brokerage activities. The ground of appeal was therefore admissible. The quashing extends to the head of the operative part dismissing the insurer's claim for recovery of the commissions paid between January 2014 and June 2018, which is connected to it by a necessary link of dependence.

What does this dual registration change for the right to commissions?

The broker's right to receive intermediation commissions does not rest solely on its agreement with the insurer: it presupposes a statutory condition of practice that the contract cannot neutralise. A broker may have negotiated a perfectly clear memorandum, may have been paid for years, and may nevertheless be refused any remuneration if it does not establish its two registrations. The two conditions are cumulative: registration with the trade and companies register is not sufficient without ORIAS registration, and the converse is equally true.

The solution carries a decisive temporal requirement. The Court reasons period by period. The broker must establish its registrations for each period in respect of which it claims commissions. Removal from the register, a failure to renew or an interruption of registration therefore deprives the broker of remuneration for the period concerned, and the existence of a contractual agreement changes nothing.

The scope of this requirement goes beyond the claim for payment. The quashing also reaches the rejection of the claim for restitution brought by the insurer. In other words, an insurer that has paid commissions to an intermediary lacking the required registrations is not necessarily deprived of the right to seek their recovery. The court of appeal to which the case is remitted will have to examine that claim.

Can a memorandum of agreement alone justify payment?

A memorandum of agreement is not sufficient: dual registration conditions the remuneration of intermediation, irrespective of what the parties agreed. The court of appeal had based its reasoning on the binding force of the memorandum of 20 January 2014 alone, noting that the insurer's undertaking was not subject to any condition other than the payment of a possible termination indemnity. The second civil chamber holds that reasoning to be insufficient: the decision lacks a legal basis for failing to consider whether the statutory conditions of practice were satisfied.

The decision thus asserts the primacy of the statutory conditions of access to intermediation activity over a purely contractual reading of the right to commissions. It provides a useful clarification as to the burden of demonstration: the verification was required of the court of appeal once it had been invited to carry it out by the insurer, on the basis of a challenge to the broker's capacity to act in brokerage matters.

Several questions remain open. The Court rules neither on the actual outcome of the claim for restitution, nor on the periods in respect of which the broker was, or was not, duly registered. The remittal to the court of appeal of Versailles, differently constituted, leaves those points untouched. As the case law stands at 2 April 2026, the solution concerns the provisions in their wording applicable at the time of the facts.

How to secure the payment of intermediation commissions?

Keeping evidence of registration, period by period, becomes a central element of the relationship between insurer and broker. An intermediary claiming commissions must be able to produce supporting documents for the whole period covered by its claim. A recent extract proves nothing for earlier financial years. ORIAS registration certificates and extracts of registration with the trade and companies register should therefore be kept over the long term.

On the insurer's side, checking upfront limits the risk of payments that will then have to be recovered. A challenge during the proceedings remains possible: in the case commented on, the insurer had argued before the lower courts that the broker did not establish its capacity to act in brokerage activities, which was sufficient to render the ground of appeal admissible before the Cour de cassation (France's highest civil court).

The drafting of portfolio transfer agreements also deserves attention. Stipulating an unqualified right to commissions does not immunise the beneficiary: the statutory condition of practice is added to the stipulations, whatever they may be. Expressly mentioning the obligation to maintain the registrations and to provide evidence of them on request clarifies mutual expectations.

Which checks to carry out before claiming commissions

• Gather, for each period claimed, the extract of registration with the trade and companies register and the ORIAS registration certificate.
• Check that there has been no interruption or removal from the register throughout the period covered by the claim for payment.
• Do not rely on the memorandum entered into with the insurer alone: dual registration is added to the contractual stipulations.
• Where registration is lacking for a period, anticipate a challenge concerning not only future commissions but also those already paid.
• For the insurer, document the verification of the registrations before each payment is made.