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What is a commissionaire?

Group Reorganisations

Intercompany Agreements

15 July 2014

Commissionaire structures are not uncommon within multinational groups.

The concept of a “commissionaire” is based on civil law systems such as those in France, Germany, the Netherlands and Switzerland. It refers to a person who sells goods in his own name, but for the account of a principal.

Under a commissionaire arrangement:

  • the commissionaire sells to customers, and acts in the commissionaire’s own name
  • the principal is contractually bound to deliver the goods to the customers
  • title in the goods passes directly from the principal to the customers
  • the commissionaire is contractually bound to remit the price received to the principal
  • no contractual relationship is created between customers and the principal, and Customers have a right of recourse against the commissionaire only

There is no direct equivalent under English law. The closest is an agent for an undisclosed principal. However, this has a different legal effect in law, because the customer can sue both the agent and the principal.

A discussion of areas of possible tax challenge can be found in the Transfer Pricing section of HMRC’s International Manual.

Article by
Paul Sutton
LCN Legal Co-Founder

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