Substitution of Tenant for Commercial Space in Utrecht - Taking Over Lease Agreement
Substitution of tenant means that a lease agreement for commercial space is transferred to a new tenant. This often plays a role in the sale of a business or succession in Utrecht and surrounding areas.
What Does Substitution of Tenant Mean?
In substitution of tenant, a new tenant takes over the position of the old tenant:
- The existing lease agreement remains in force
- All obligations and rights are transferred
- The landlord has a new contractual partner
- The original tenant is discharged from obligations
Legal Basis for Substitution of Tenant
For 290 commercial spaces (such as shops and hospitality venues) in Utrecht, there is a statutory right to substitution of tenant laid down in Article 7:307 of the Dutch Civil Code. This right applies subject to conditions such as:
- Transfer of the enterprise operating in the space
- A legitimate interest of the tenant
- Guarantees for the landlord
Important Conditions
The court in Utrecht, such as the District Court of Midden-Nederland at Vrouwe Justitiaplein 1, assesses substitution of tenant based on specific criteria:
1. Transfer of the Enterprise
- It concerns a genuine business transfer
- Not merely the lease agreement itself
- Goodwill, inventory and customer base are also transferred
2. Legitimate Interest of the Tenant
- Financial motives (for example, business value)
- Personal circumstances such as retirement or health problems
- Business-related reasons for transfer
3. Protection of the Landlord
- Financial stability of the new tenant
- Relevant knowledge and experience of the successor
- Continuity in business operations
Step-by-Step Plan in Utrecht
- Submit request to landlord: In writing, including information about the successor
- Provide documentation: Business plan, financial figures and background of the successor
- Landlord's response: Consent or reasoned refusal
- In case of refusal: Within 2 months to the district court judge in Utrecht
- Court's decision: Possible granting of substitution of tenant
When Can a Landlord Refuse?
Valid reasons for refusal include, among others:
- Insufficient financial security of the successor
- Negative reputation of the new tenant
- Plans for a different use of the space
- The landlord's own interests
Unfounded reasons (not acceptable):
- Aiming for higher rents
- Personal dislike without business basis
- Intention to deliver the property vacant
Costs and Contributions
A landlord in Utrecht may not demand compensation for consent, but may charge:
- Costs for checking the successor (reasonable)
- Limited administrative costs
- Costs for new lease agreements
Substitution of Tenant versus Contract Takeover
| Feature | Substitution of Tenant | Contract Takeover |
|---|---|---|
| Legal basis | Yes (for 290 spaces) | No |
| Landlord's consent | Enforceable via court | Always required |
| In case of refusal | Court proceedings | No option |
Offices in Utrecht (230a spaces)
For office spaces and other commercial spaces, there is no statutory right to substitution of tenant:
- Landlord must always consent
- No possibility to enforce via court
- Contractual conditions are decisive
Effect on the Original Tenant
In case of successful substitution of tenant:
- No further lease responsibility
- No liability for future obligations
- Existing debts must still be settled
Practical Questions in Utrecht
Can I transfer an online shop via substitution of tenant?
Only if there is a physical location in Utrecht that qualifies as a 290 commercial space. A fully online business does not qualify.
Is the same business activity mandatory?
Generally yes. A significant change in use may lead to refusal.
What if the landlord does not respond?
Send a written reminder with a deadline. If no response, you can submit the matter to the court in Utrecht.
Substitution of tenant offers entrepreneurs in Utrecht the opportunity to transfer their business. Ensure a thorough request and substantiate the suitability of the new tenant. For legal advice, you can contact the Juridisch Loket Utrecht at Catharijnesingel 55.