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Draft substitution

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SME Lawyers

Do not write this document yourself — DIY often results in expensive problems.
Have a lawyer review it and avoid misunderstandings, mistakes, and difficulties.

  • Truly Tailor-Made Legal Solutions
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  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

A legal document must not only be legally correct. Above all, it must align with how the entrepreneur will actually use the document

  • Lawyers and in-house counsel
  • Active since 2001
  • Affordable custom legal services
  • Always focused on practical use

Choose Tailored Legal Solutions

Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise

Our lawyers and in-house counsel specialize in drafting, reviewing, and amending legal documents and contracts. We look not only at the legal text but also at how you use the document in practice.

Custom solutions for your industry

Every business operates differently. That is why we take your industry, customers, working methods, and specific risks into account.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Fixed rates in advance
  • Tailored legal solutions for entrepreneurs
  • Thousands of agreements per year

Reviews (21)

Sam

It was nice that potential pitfalls were proactively considered. We exchanged quite a few emails, but the responses remained quick and helpful. The quality fully met our expectations.

Hamza

We had never hired a lawyer before, but this was a very pleasant first experience. The personal involvement made us feel truly supported. The end result aligns 100% with our high standards.

Eva

It was nice that we knew immediately who would be helping us. The delivery was within the agreed timeframe. These documents will undoubtedly save us a lot of headaches in the future.

Imran

The expertise was immediately evident from the first contact. The interim evaluation ensured that we remained perfectly aligned. A reliable partner striving for perfection in their documents.

Charlotte

The process started immediately after our agreement, without delays. Legal jargon was avoided where possible or explained in plain language. Everything was delivered neatly and on time.

Farid

The promise of a quick start-up was absolutely fulfilled. The concept was clear and practically applicable. Everything was delivered neatly and on time.

Maarten

Professional approach without unnecessarily complicated language. The discussion regarding specific non-compete clauses was handled very professionally. The final result aligns 100% with our high standards.

Yousra

The intake was not only informative, but we learned a lot right away. Clauses were added that protect us against risks we did not see ourselves. A party that delivers on what it promises on the website.

Ayoub

From day one, there was open and honest communication. We received not only a document but also a corresponding manual for its use. Fantastic value for money for this level of expertise.

Eline

We immediately clicked well with the lawyer who assisted us. We received excellent advice regarding the division of intellectual property rights. Our clients respond positively to the clear general terms and conditions.

Dounia

The process ran smoothly and was well-organized. The lawyer needed only half a word to create the right context. The document was flawlessly accepted by our investors.

Daan

We received excellent assistance with our legal questions. The lawyer effectively translated our situation into the document. Our customers are responding positively to the clear general terms and conditions.

Mounia

We received pleasant assistance from the very first contact. The complexity of our shareholder structure was effortlessly translated into the agreement. These documents will undoubtedly save us a lot of headaches in the future.

Sem

The accessibility of the office is excellent. We received a clear document without unnecessary complexity. A reliable partner that strives for perfection in their documents.

Burak

The communication was smooth and professional. A perfect balance was struck between protecting our business and not deterring customers. The end result aligns 100% with our high standards.

Soukaina

It felt good to be able to hand over the legal concerns immediately. The comments were concrete and immediately usable. It is clear that they have a passion for entrepreneurship.

Chaimae

Very clear and professional guidance. The lawyer showed great commitment to safeguarding our interests. It is clear that they have a passion for entrepreneurship.

Ilham

The document aligned well with our wishes. They flawlessly managed to expose the pain points in our current contract. The quality fully met our expectations.

Jihane

We needed tailored legal advice quickly and received excellent assistance. We received a clear explanation of the risks. It is clear that they have a passion for entrepreneurship.

Karim

They acted quickly when we indicated that it was urgent. They understood that, as a startup, we have different needs than an established corporate. These documents will undoubtedly save us a lot of headaches in the future.

Stefan

The communication was friendly and professional. The lawyer always maintained an overview, even when the wish list changed in the meantime. The service was professional and personal.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
  • You will get a feel for the office and the people faster
  • The video supports the choice for customized legal solutions
  • After that, you can immediately request a quote or intake

What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The content of your substitution depends on a few key choices. These questions help you make the right arrangements.

Choice or question Why this matters legally
Does the landlord agree voluntarily, or do you have to go to court? In the event of voluntary consent, you record this in the deed; if the landlord refuses, you may demand substitution upon transfer of the business conducted in the leased property (Art. 7:307 BW).
Does this concern retail business premises or 230a premises? The statutory right of claim applies to business premises within the meaning of Art. 7:290 of the Dutch Civil Code (shops, hospitality); for other business premises (Art. 7:230a of the Dutch Civil Code), the transfer is based entirely on consent.
Who bears existing rent arrears and defects? Explicitly agree whether the departing tenant remains liable for the period until the handover, so that the new tenant is not left to bear old obligations.
What happens to the security provided? Determine whether the existing security deposit or bank guarantee is transferred, returned, or provided a new one by the new tenant.
Is the substitution linked to a business acquisition? The transition often coincides with the sale of the business; align the effective date and conditions with the acquisition agreement.
Clauses and provisions

Which components belong in a substitution?

A deed of substitution regulates the transfer of the lease agreement from the old to the new tenant. Below are the elements that belong in almost every deed and to which you should pay extra attention.

Provision Relevant to Legal point of attention
Designation of parties Always Name the landlord, departing tenant, and new tenant in full, including Chamber of Commerce details, so that it is clear who is changing places.
Reference to the lease agreement Always State the date and description of the existing lease agreement that is being continued, so that the assumed terms are established.
Landlord's consent Always The landlord must consent in writing or the court must grant the substitution; without a basis, the transfer has no effect against the landlord.
Effective date of the transition Always Specify the date on which the new tenant assumes the rights and obligations, so that it is clear who bears which period.
Assumption of rights and obligations Always Stipulate that the new tenant assumes all rights and obligations under the lease agreement for the future.
Rent arrears and ongoing obligations In the event of existing obligations Arrange who is responsible for outstanding rent, service charges, and maintenance from prior to the transfer.
Deposit and bank guarantee If issued Agree whether the existing security will be transferred, released, or provided again by the new tenant.
Condition of the leased property and handover agreements In the event of a business acquisition Record the actual condition and who is liable for prior defects or alterations to the leased property.
Use in practice

How do you use this document correctly?

A substitution is only effective if all parties involved agree and sign. Follow these steps to properly document the transfer.

Situation What should you do? Point of attention
Before the transition Ask the landlord for written consent to the new tenant Without consent or judicial assignment, the substitution has no effect against the landlord.
When drafting Have the landlord, the old tenant, and the new tenant all three sign the deed A deed signed by all parties prevents later disputes regarding who agreed to what.
Around the effective date Draw up an inventory of the leased property and exchange the securities This makes it clear in what condition the space is transferred and who bears which guarantee.
After menopause Keep the signed deed with the lease agreement and the transfer documents In the event of a later dispute or sale, you can immediately demonstrate the legally valid transfer.
Common mistakes

Common mistakes

In practice, we see the same mistakes recurring time and again during substitutions. Below are the most important ones, along with their consequences and how to avoid them.

Wrong Consequence Better approach
No written consent from the landlord The transfer has no effect against the landlord and the previous tenant remains bound Record the consent in writing or seek substitution from the court (Art. 7:307 BW).
Arrears and old obligations not settled The new tenant is being held liable for debts incurred prior to the transfer Explicitly state in the deed who bears the period until the effective date.
Forgot deposit or bank guarantee Lack of clarity and dispute regarding security in the event of later problems Rule whether the security is transferred, returned, or re-provided.
No inventory of the rental property Discussion regarding who is liable for prior defects or renovations Prepare a dated inventory report and attach it to the deed.
Effective date not aligned with the business acquisition A gap or overlap where it is unclear who the tenant is Align the effective date with the delivery in the acquisition agreement.
Risk profile

What is your situation and what do you pay attention to?

Whether you are leaving, joining, or renting out, your role determines what you need to pay closest attention to. Do you recognize your situation below?

Risk profile Example Focus in the document
You are the departing tenant You are selling your business and want to get rid of the lease Please note that you do not remain liable for future rental obligations after the transfer.
You are the new tenant You take over the location and rental terms Pay attention to the assumed terms and conditions, outstanding arrears, and the condition of the leased property.
You are the landlord Another party wants to continue the lease Pay attention to the soundness of the new tenant and the continuity of the security provided.
The landlord refuses to cooperate You want to transfer your business but are not getting consent Investigate whether you can claim substitution from the court upon the transfer of the business (Art. 7:307 BW).
Additional documents

When is this document not enough?

A substitution arranges the transfer of the lease agreement. Sometimes you need additional or different documents.

Situation Supplementary document Why
Situation Related document Explanation
Substitution is part of a business sale Company acquisition agreement Documents the sale of the business, of which the transfer of the lease is often a part.
You share confidential information during the acquisition Confidentiality Agreement Protects sensitive business information that you exchange before or during the transfer.
The landlord refuses and you want to enforce compliance Legal assistance In the event of a dispute regarding substitution, our legal experts can assist you and, if necessary, file a claim.
Explanation of this document

Drafting a substitution agreement, why?

Not every entrepreneur knows exactly what substitutions are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal solutions are important.

What is substitution?
Substitution is the procedure by which a tenant of business premises under Article 7:290 — retail space, hospitality establishments, and craft businesses serving the public — acquires the right to transfer their tenancy rights to a third party who succeeds them as tenant. Substitution is regulated in Article 7:307 of the Dutch Civil Code and is an exception to the general prohibition on the assignment of contracts without the consent of the other party. A tenant selling or transferring their business may ask the court to order the landlord to accept the new tenant in their place, even if the landlord refuses. Substitution plays a crucial role in business acquisitions where operations take place in leased business premises: without the transfer of the tenancy rights, the acquisition often has no value. Our lawyers guide you through the substitution procedure — both out of court through negotiation and via the sub-district court — and draft the necessary procedural documents and agreements for a successful transfer of the tenancy rights.
When is the tenant entitled to substitution?
The right of substitution applies only to business premises under Section 7:290 — not to office space or other business premises under Section 7:230a. The tenant must demonstrate that he is transferring his business to the intended substitute: this concerns a genuine business transfer, not a financial arrangement in which the tenant effectively holds the reins. The intended substitute must offer sufficient guarantees for the fulfillment of the lease obligations: financial capacity, business qualifications, and a realistic operational plan. If the landlord refuses without reasonable grounds, the tenant may ask the sub-district court to grant authorization. The sub-district court weighs the interests of both parties: the tenant has a significant interest in a transfer for a fair selling price, while the landlord has an interest in a reliable new tenant. Our lawyers assess your chances in substitution proceedings.
How does the substitution procedure work?
The practical procedure is as follows. Step 1: The tenant invites the landlord in writing to agree to the substitution, providing the relevant information regarding the intended transferee — financial data, background, and operational plan. Step 2: If the landlord refuses or fails to respond in a timely manner, the tenant files a petition with the sub-district court of the place of establishment of the leased property. The judge may grant or refuse the authorization. Step 3: Upon granting the authorization, the tenant transfers the tenancy rights to the new tenant via a deed of contract assignment. The landlord is thereafter bound to the new tenant. Particular point of attention: the substitution procedure can be time-consuming; the transfer date in the business transfer agreement must be aligned with this. Our lawyers guide the entire procedure from start to finish.
What do you arrange in the deed of substitution?
The deed of substitution is the agreement by which the tenant transfers their position as tenant to the new tenant, with the cooperation or authorization of the landlord. The deed must describe the transfer of the tenancy right, refer to the existing tenancy agreement which continues on the same terms, regulate the position of the existing suretyship or security deposit — does the existing surety transfer or does the new tenant provide new security? — and establish the relationship between the transferring tenant and the new tenant for the period until the actual transfer. Our lawyers draft the deed of substitution that definitively and legally validates the transfer.
How does it work at MKBjuristen?
Our lawyers guide you through the entire substitution procedure — from the initial request to the landlord to the deed of contract assignment. We assess the likelihood of success based on the position of the prospective transferee, advise you on the negotiation strategy with the landlord, and litigate on your behalf before the sub-district court if the landlord wrongfully refuses. We also ensure the substitution is aligned with the business transfer agreement.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Custom solutions per industry and company

Every business operates differently and faces different legal risks. Therefore, we tailor the document to your industry, customers, agreements, and way of working.

Webshops & e-commerce

Focus on online sales, delivery, returns, complaints, payment, digital products, and consumer regulations.

Business services

Attention to the assignment, additional work, liability, payment, termination, and reliance on client information.

Construction, installation & execution

Attention to planning, delivery, warranties, additional work, materials, delays, and liability risks.

Software, SaaS & digital services

Attention to licenses, availability, support, updates, data, intellectual property, and limitation of liability.

Trade, supply & wholesale

Attention to delivery, transport, payment, retention of title, warranties, delivery times, and international agreements.

Consultants, freelancers & advisors

Attention to scope, best efforts obligations, cancellation, payment, liability, and confidential information.


A legal document only has value if it suits your practice. That is why we look not only at the text, but also at how you use the document in your business.

Common mistakes with legal documents

A legal document often seems simple, but small errors can have major consequences later on. In practice, we see that entrepreneurs run the greatest risk when a document does not align well with their business, agreements, or way of working.

  • Using a standard document that does not suit the company
  • Forgot important agreements regarding payment, delivery, liability, or termination
  • Have a document generated without legal review
  • Continuing to use old documents while the company has changed
  • Not knowing how the document should be used correctly in practice

A legal document only prevents problems if it suits your situation. That is why we look not only at the text, but also at your company, agreements, and risks.

Why is a standard document often not enough?

Because a standard document does not take into account your industry, customers, risks, and specific agreements, important provisions may be missing or not align well with your practice.

Can I create a legal document myself using AI?

AI can assist in creating text, but does not independently assess whether the document is legally appropriate, complete, and usable for your business. Legal review therefore remains important.

When do I need to have my document checked?

Have your document checked if your business has changed, you have new customers or services, you have doubts about existing agreements, or the document has not been updated for a long time.

Will I also receive an explanation about the use of the document?

Yes. We explain how to use the document in practice, what to look out for, and which steps are important to prevent disputes afterwards.

Contact us

Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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