Commercial Required Disclosures and VAT Appendices in Finland

Effective 1 May 1995, leasing a commercial space in Finland is primarily governed by the Act on Commercial Leases (482/1995). Because this Act (LHVL) leaves almost everything to the parties to decide, the "mandatory disclosures" in a B2B context largely consist of complex appendix material that forms the actual legal meat around the lease agreement, avoiding significant legal and financial risks.

Established (Vital) Appendices in the Industry (Disclosures)

The following appendices do not stem exclusively from LHVL's absolute mandatory laws (partly excluding the VAT act), but they have become a de facto necessity in Finnish commercial law in expert-led contract negotiations to protect real estate assets.

1. VAT Assurance and Industry Appendix (VAT Clarification)

If you as the property owner have invested in the space and opted for the so-called "voluntary VAT liability for the right to use real estate" with the Finnish Tax Administration, gaining real estate's own tax deductions from repairs: This space must go to a company whose operations cumulatively generate fully VAT-liable turnover in their entirety.

• Appendix / Clause: An absolute requirement of the lease agreement is the tenant's Assurance of VAT liability under Section 30 of the Value Added Tax Act (1501/1993). The document absolutely records that the tenant's business (e.g., software sales) is VAT-liable. Interpreting the appendix often requires more detailed "VAT interface inquiries" to protect the landlord. If the tenant secretly changes the space and stops VAT business, taking the VAT benefits from the real estate -> The clause must be built to IMMEDIATELY produce a Ground for Cancellation of the contract and significant damages against the tenant to cover retroactive tax adjustments!

2. Interface Matrix (Vastuunjakotaulukko / Maintenance Matrix)

Because LHVL defaults the responsibility for equipment maintenance to the Landlord, similar to residential laws, the B2B sector always attaches an exception as an appendix.

• The "Interface Matrix" (Vastuunjakotaulukko / Gränssnittslistan) defines who the HVAC plumber invoices in the equipment cycle: Trunk pipes are often on the owner's responsibility, but air conditioning unit filters, compensation for breaking windows, and indoor painting of walls are invariably ticked to the Tenant with a V-mark in the Appendix. This table must be signed strongly as a separate approved appendix.

3. Appendix for Installations and Alteration Works (Fit-out agreement)

Often, before settling into empty concrete walls, partition walls, meeting room acoustics, and dishwasher points are installed.

• Obligation Disclosure: The appendix specifies exactly, "Who pays for the initial construction and - most importantly - who and with what budget restores the space back to concrete walls" when the lease relationship ends. Without a Dismantling Appendix, the responsibility for restoring the premises to their original state is a matter of contractual interpretation and general principles of returning the premises in the agreed condition, accounting for normal wear and tear. Note that Sections 55 and 56 of LHVL pertain to the moving day and its postponement, respectively, and do not govern these restoration obligations or costs.

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