11 March 2016

Renting retail space in the Netherlands

Lease of commercial space in the Netherlands

For retail space (shops, recstaurants, etc) mandatory rules apply in favour of the tenant. In the Dutch Civil Code a distinction is being made between rent of retail space (article 7:290 Dutch Civil Code) and rent of other commercial space (article 7:230a Dutch Civil Code) in the Netherlands. A 290 retail space is a business space property that in accordance with the lease agreement,

  1. is intended for the running of a retail business, like a shop or a restaurant, or take away service or a craft business;
  2. and which property is a publicly accessible for direct sale and delivery of goods and services.

    For the lease of office space and other business premises (not being shops, catering, et cetera) section 7:230a of the Dutch Civil Code applies.

Renting Retail space in the Netherlands

For Dutch 290 retail space a number of stringent and mandatory provisions apply. The mandatory provisions for Dutch retail space concern the duration and termination of the lease and price change of the rent. It is determined by law that the Lessor may not terminate the lease agreement without grounds for giving notice. Moreover, if the lease agreement was entered into for a specified duration, it may only be terminated at the end of this specified period with a minimal notice of a year. No exceptions to the disadvantage of the Lessee can be made, unless there is a clause in the lease that has been approved of by the court. This protection of the Lessee does not exist with regard to “other commercial space”. The Lessee of other commercial space, like office space or business space with storage barely receives any protection with regard to the termination/changes of the lease. Also check: rental agreements in the Netherlands.

Some specific issues on renting business space in the Netherlands

It’s is advisable to stipulate in the lease that after the expiration of the usual rental period of 5+5 years the lease should be continued for an indefinite period of time, instead of again prolonging it for another 5 years. This means that after the expiration of the 10 years, both parties will be able to terminate the lease with a notice period of one year. Both parties will in this event not be bound to the lease for another 5 years. However the landlord only has limited grounds to cancel the agreement. it is reasonable that the costs for all maintenance, replacement, recovery and renewal, of the shell, thus also for the floor and the main facilities, should be for the account of the Lessor.

It is also reasonable that the costs for maintenance, replacement, recovery and renewal of the facilities installed by you, should be for account of the tenant of the commercial space in the Netherlands.

More clauses of Dutch lease agreement

Always check if there are actually meters present as mentioned in the rental agreement. Very often the landlord stipulates that at the end of this lease these facilities installed by the tenant should not be removed by the tenant. That means that the investments of the tenant in the building will remain in the property of the landlord and that the tenant will not get a reimbursement for this. It is however reasonable that tenant gets a compensation for the facilities installed and which will remain in the property and the end of the lease. It would not be reasonable the tenant that it’s directors jointly and severally liable. A building very often is divided into apartments. In that case rules of the Owners Association (VvE) apply. The tenant undertakes the statutes and regulations of the Owners Association will be observed.

General terms and conditions Dutch Agreement

General terms and conditions usually apply to Dutch lease agreements, e.g. ‘ROZ Algemene bepalingen bedrijfsruimte uit 2012’. These rental conditions are very much in favour of the landlord and are negotiable. Standard clauses are e.g.: Subletting is not permitted, except sublet to franchisees of tenant with consent of the lessor. The Landlord has the option to determine at the end Lease to demolish any investments in the building and restore without compensation and transferred to the space to the landlord in the original outfit. A tenant may wish to contract out of this clause. The General Terms and Conditions stipulate that in the event the insurer asks for an additional premium due to the running of a business in the property, the Lessee will have to pay for the additional premium. In the event the insurer asks for an additional premium due to the running of a business of the tenant in the property, the Lessee will have to pay for the additional premium. These are just some expamples of the vast set of rules in the Dutch general terms. For any questions on rental agreements in the Netherlands please get in touch with Dutch real estate lawyer Mark van Weeren of Blenheim in Amsterdam