Escrow with a lawyer or a commissaire de justice (French judicial officer, formerly huissier): which to choose?

When a transaction requires funds to be entrusted to a trusted third party, two legal professionals are regularly considered: the lawyer and the commissaire de justice (French judicial officer, formerly huissier) (the former 'huissier de justice', since the reform of July 2022). Both can be appointed contractual escrow agent and offer solid guarantees. But as soon as the transaction becomes significant — a share disposal, M&A, private equity, financing, real estate — the choice is no longer neutral.

Two authorised professionals, two different trades

The lawyer and the commissaire de justice (French judicial officer, formerly huissier) are both officers of the court, bound by demanding professional ethics and authorised to handle funds on behalf of third parties. The difference lies in their core business:

• The commissaire de justice (French judicial officer, formerly huissier) is above all a professional of enforcement and formal findings: service of documents, findings with enhanced evidential force, debt recovery, forced enforcement of decisions;
• The lawyer is a professional of advice, negotiation and drafting: they structure the transaction, draft the contracts and defend their client's interests.

This distinction, seemingly theoretical, has very concrete consequences for the quality of the escrow.

Handling the funds: the specific role of the CARPA

When a lawyer acts as escrow agent, the funds must pass through the CARPA (Caisse des Reglements Pecuniaires des Avocats, the French bar's fund-handling body). This channel offers remarkable institutional guarantees:

• Ring-fencing: the funds are held in a sub-account dedicated to your matter, separate from the lawyer's own assets;
• Protection from seizure: they are beyond the reach of the lawyer's creditors;
• Prior control: each movement is checked by the CARPA before being carried out, with strict anti-money-laundering controls;
• Full traceability of the source and destination of the funds.

The commissaire de justice (French judicial officer, formerly huissier) also handles funds under a regulated and secured regime, but the CARPA is a particularly well-tested system, uniform across the whole territory and recognised by banking and M&A practitioners — an asset when all parties to a transaction need reassuring.

The real differentiator: advice and drafting combined

This is where the lawyer takes the lead. An escrow is never an isolated act: it forms part of a transaction whose release conditions track the underlying legal machinery (conditions precedent, warranty against liabilities, price adjustment, transfer of ownership).

• The lawyer can draft the escrow agreement and align it with the main contract, ensuring that the release conditions are unambiguous and legally robust;
• They understand the transaction from the inside and anticipate points of friction before they turn into disputes;
• The commissaire de justice (French judicial officer, formerly huissier), by vocation, is a neutral executing third party: they apply the agreement but are not there to design it or to advise the parties.

Entrusting the escrow to the lawyer who has command of the matter means bringing together, in a single pair of hands, advice, drafting and the safekeeping of the funds — instead of scattering them.

Confidentiality and professional secrecy

The lawyer is bound by professional secrecy, one of the most protective in our law. In a strategic transaction — an acquisition, a fundraising, a confidential disposal — this heightened confidentiality is a decisive advantage, covering both the existence of the transaction and its financial terms.

In the event of a dispute

Should a disagreement arise over the release of the funds, the escrow lawyer already has command of the legal context of the matter: they know what was agreed, why, and what procedural steps can be envisaged. This continuity makes an amicable resolution easier and, if necessary, helps steer matters towards the right contentious route, while respecting the rules on conflicts of interest.

In short: lawyer or commissaire de justice (French judicial officer, formerly huissier)

• Core business — lawyer: advice, negotiation, drafting; commissaire de justice (French judicial officer, formerly huissier): enforcement, formal findings, debt recovery;
• Handling of funds — lawyer: CARPA (ring-fencing, protection from seizure, prior control); commissaire de justice (French judicial officer, formerly huissier): regulated and secured account;
• Drafting of the agreement — lawyer: yes, aligned with the contract; commissaire de justice (French judicial officer, formerly huissier): no (executing third party);
• Suited to complex or cross-border transactions — lawyer: very well suited; commissaire de justice (French judicial officer, formerly huissier): less naturally.

When the commissaire de justice (French judicial officer, formerly huissier) remains fully relevant

For the sake of accuracy: the commissaire de justice (French judicial officer, formerly huissier) remains the go-to professional whenever a situation must be recorded with evidential force, a document served or a forced enforcement carried out. For those tasks, no one does it better. But these are not the needs of escrowing the price in a disposal or a financing: there, it is the combination of advice, drafting and CARPA that makes the difference.

Preparing a transaction that needs securing? Fidens acts as escrow lawyer, with the rigour of the CARPA and command of the legal aspects of your matter.