Substitution – commercial space

If a lessee of commercial space wants to sell his business and proposes a new lessee, a lessor need not agree to this. However, if the lessor refuses to cooperate on unreasonable grounds, the lessee may ask the court for its approval. Every lessee of a customer-oriented business space has the right of substitution. If a lease states that a lessee does not have this right, the lessee may annul this clause.

The new lessee shall take the place of the old lessee. This means that the rent and all other items included in the lease remain the same.

The lessor does not have to agree to a substitution if there is not enough guarantee that the new lessee can (continue to) pay the rent. This is a mandatory ground for refusal for the court. Furthermore, the new lessee must actually continue the business of the old lessee and not start another business in the rented property.

If the case is brought before the court, it can attach conditions to the assignment of the substitution. If these conditions are not met, there is also no authorisation for the old lessee to introduce a new lessee. The judge can also impose an order. This does not in itself affect the authorisation, but can be an additional security for the lessor such as a bank guarantee or a security deposit.