Commercial Lease Requirements in the Czech Republic

The Czech Republic's commercial leasing landscape was fundamentally modernized by the New Civil Code (Act No. 89/2012 Coll.), which came into effect on 1 January 2014. This legislation shifted the focus from rigid statutory requirements to contractual freedom. For commercial properties, almost all legal provisions are "dispositive," meaning the parties can negotiate nearly any terms they wish.

1. Optional Cadastral Registration (§ 2203)

A common misconception is that commercial leases must be registered in the Cadastre of Real Estate (Katastr nemovitostí).

• Optionality: Registration is entirely optional.
• The Benefit: If registered, the lease is binding on any future owner of the property. If unregistered, a new owner might be able to terminate the lease under specific "good faith" circumstances if they were unaware of its existence (though this is difficult in commercial practice).
• Institutional Standard: Most premium (Class A) office and logistics leases are not registered due to the administrative burden, unless specifically requested by a financing bank.

2. Subject and Purpose of the Lease

Under the previous 1990 legislation, a commercial lease was void if it did not precisely state the business purpose.

• 2014 Update: Under the current Civil Code, a lease is valid even without a specified purpose. If the purpose is not stated, the tenant is entitled to use the premises for any business consistent with the property's technical character and zoning.
• Best Practice: Landlords should still define the purpose narrowly (e.g., "Retail sale of electronics") to prevent the tenant from switching to a high-impact use like a restaurant or a fitness center without consent.

3. Mandatory Identifications

While the purpose is flexible, the Identification of Premises must be absolute. The lease must cite:

• The land parcel number (parcelní číslo).
• The building number (číslo popisné/orientační).
• The specific unit number (číslo jednotky) as registered in the Cadastre.
• Inaccurate identification can still lead to the lease being challenged for "indeterminacy."

4. Rent and Indexation (The EUR Standard)

In the Czech commercial market, rent is typically denominated in Euros (EUR).

• Indexation: Most leases include an automatic annual indexation clause tied to the HICP (Harmonised Index of Consumer Prices) for the Eurozone or EU-27.
• VAT: Commercial rent is subject to 21% VAT if both parties are VAT payers. Landlords must ensure the lease explicitly states whether the rent is inclusive or exclusive of VAT.

5. Security and Guarantees

Landlords typically require one of three forms of security:

• Financial Deposit: Usually 3 months' rent + service charges.
• Bank Guarantee: A first-demand, irrevocable guarantee from a reputable bank.
• Corporate Guarantee: A "Parent Company Guarantee" if the tenant is a local subsidiary of an international group.

Best Practices

1. Define 'Make-Good' Obligations: Explicitly state whether the tenant must remove fit-outs at the end of the term. Under the Civil Code, if not specified, the landlord may inherit improvements without paying for them, but could also be stuck with removal costs.
2. Draft Robust Service Charge Clauses: Ensure the list of "recoverable expenses" is broad enough to include property management fees and building insurance.
3. Address Subleasing: Explicitly prohibit subleasing without consent, otherwise, statutory "deemed consent" rules (§ 2305) could apply.

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