This is everything that must be included in the lease agreement for commercial premises

A lease agreement for commercial premises must contain at least the following agreements: a clear description of the leased property and its intended use, the rent including VAT status, payment terms, service charges and indexation, the lease period and extension, the notice period and method of termination, a security deposit or bank guarantee, a maintenance and defects policy, and mandatory appendices such as the energy label and the handover report. Which rules are mandatory depends heavily on the type of commercial premises: a shop or hospitality establishment (290 commercial premises) is subject to stricter statutory tenant protection than an office or storage warehouse (230a commercial premises).

First determine: 290 business premises or 230a business premises?

Before you finalize anything, it is important to know what type of commercial space you are renting out. The Civil Code makes a distinction, and that distinction determines how much freedom you have to make agreements.

• 290 business premises (Article 7:290 of the Dutch Civil Code): premises with a point of sale accessible to the public, such as shops, hospitality establishments, craft businesses, and takeaway points. Mandatory statutory rules apply to these premises, which primarily protect the tenant.
• 230a business premises (Article 7:230a of the Dutch Civil Code): other business premises without a public function, such as offices, warehouses, storage sheds, and garage boxes. Here, the parties have much greater contractual freedom.

This distinction has significant consequences for the lease term, termination options, and tenant protection. Are you unsure which category your property falls into? Have it legally assessed in advance, as an incorrect assumption can prove costly later on.

Provisions regarding the leased property and its intended use

A clear description of the leased property must always be included in a lease agreement for commercial premises . Describe the characteristics accurately: the address, the surface area, which spaces are and are not included, and any shared facilities

In addition, establish the designated use : for what purpose may the tenant use the property? Check whether the intended activities comply with the municipality's zoning plan and do not conflict with use by other tenants in the same building. In the case of a 290-business premises, the agreed-upon designated use is also relevant to the question of whether rent protection applies.

Agreements regarding renovations

Clearly state under what conditions the tenant renovations or modifications and whether your written permission is required. Also, stipulate what happens to those modifications at the end of the lease: must the tenant return the property to its original condition, or may improvements remain? A clear agreement on this prevents disputes during the handover.

The rent, service charges and indexation

The agreements regarding the rental price are naturally indispensable. Do not only specify what the rental price is, but also:

• whether the price inclusive or exclusive of VAT (rental is in principle exempt from VAT, but parties may opt for VAT-taxed rental under certain conditions);
• the time and method of payment, for example monthly or quarterly in advance;
• any service charges for gas, water, electricity, cleaning or security, with a settlement based on actual costs;
• the possibility to index, usually linked to a price index figure from Statistics Netherlands (CBS).

A clear indexation clause prevents the rent from remaining the same for years while your costs rise. State exactly which index figure you are using and on what date the adjustment takes effect.

Rental period, extension and termination

Ensure it is crystal clear how long the lease runs and what happens after the first term expires. This is precisely where you run the greatest risk of making mistakes, as legal regulations vary significantly depending on the type of commercial property.

290 business premises: statutory term protection

For 290 business premises, a system applies that protects the tenant. The basic principle is that the lease is entered into for five years , with a subsequent extension for a total of ten years . In addition, a statutory notice period of at least one year applies , and as a landlord, you can only terminate the lease based on grounds specified in the law, such as urgent personal use. Deviations to the detriment of the tenant are only valid with the approval of the court. If you wish to deviate from this, engage a legal expert in good time.

230a business premises: more freedom, but watch out for eviction protection

In the case of 230a business premises, parties generally have much more freedom to agree on the duration and notice period themselves. Nevertheless, the tenant is not without rights: after termination, eviction protection, allowing the tenant to remain in the premises for some time after written notice and to request an extension from the court. Therefore, always explicitly record the duration, extension, and notice period in writing.

In both cases, clearly indicate how the termination should proceed. Preferably agree that termination takes place by registered letter or with proof of receipt, so that no dispute arises later regarding whether and when the termination took place.

Deposit, bank guarantee and surety

Even if you have had the tenant screened in advance, it is still wise to protect yourself against the risk of non-payment of rent or damage to the property. The usual safeguards are:

• a security deposit of, for example, a few months' rent;
• a bank guarantee, whereby the bank assumes responsibility for the obligations of the tenant;
• a suretyship, whereby a third party (for example, a parent company or a director in a private capacity) acts as guarantor.

Additionally, include a prohibition on subletting and substitution without your permission . This way, you maintain control over who is actually occupying your property and prevent unintentionally doing business with an unknown party.

Maintenance, taxes and other useful provisions

A good lease agreement also covers less obvious topics. Consider:

• The maintenance arrangement: who is responsible for minor maintenance (usually the tenant) and who for major maintenance and repair of defects (usually the landlord)?
• the allocation of taxes and levies, such as property tax and sewage charge;
• a potential obligation to operate, whereby the tenant must actually keep the premises in use;
• a purchase option or right of first refusal if the tenant wishes to take over the property later;
• an exemption clause to limit your liability for certain defects, to the extent permitted by law.

Mandatory and useful attachments

Finally, do not forget to attach the correct appendices to the agreement and refer to them in the contract. Consider:

• the energy label of the property;
• a floor plan of the rented property;
• the handover report, in which the condition at the start is recorded;
• a recent extract from the Commercial Register of both parties;
• copies of the identification documents of the legally authorized representatives.

Many landlords use an ROZ model as a basis, supplemented with their own provisions. Such a model is an excellent starting point, but always adapt it to your specific situation.

Frequently asked questions about the commercial lease agreement

What is the difference between a 290 and a 230a business premises?

A 290 business premises has a point of sale accessible to the public, such as a shop or catering establishment, and is subject to stricter statutory tenancy protection. A 230a business premises, such as an office or warehouse, does not have that public function; in that case, parties have more freedom to make their own agreements regarding duration and termination.

Is an oral lease agreement for commercial premises valid?

A verbal agreement can be legally binding, but in practice, it is almost impossible to prove. For commercial premises, a written lease agreement is highly recommended: it provides clarity and prevents disputes regarding exactly what was agreed upon.

Is the landlord allowed to increase the rent annually?

Yes, if you have included an indexation clause, the rent may be adjusted annually, usually based on a price index from Statistics Netherlands (CBS). Without such a clause, you cannot, in principle, unilaterally increase the rent during the term of the lease.

Can I terminate a lease agreement for commercial premises early?

That depends on the type of space and the agreements made. For 290 business premises, mandatory statutory terms and grounds for termination apply. For 230a business premises, you have more freedom, but eviction protection applies to the tenant after termination. Read your contract carefully or have it reviewed.

Have the lease agreement drafted or reviewed by a lawyer

As you can see, drafting a watertight lease agreement for commercial premises is precision work. One wrong assumption about the type of space or a missing clause can cost you a lot of money later on. Our tenancy draft your agreement or review an existing contract, fully tailored to your situation and the legal framework.

Would you prefer personal advice regarding your rental situation first? View our legal assistance or schedule a no-obligation intake consultation today and choose the certainty of a legally sound lease agreement.