Commercial Lease Laws in Portugal: Essential Guide (NRAU)

In the landscape of Portuguese leases, there is a strong and clear dichotomy between civil housing needs protected constitutionally by the strict dogma of the State and economic and mercantile contractual fluidity. The Non-Residential Lease (Commercial, Industrial or Services) enjoys the great doctrine of Contractual Freedom (Art. 1108 CC) enshrined in the Portuguese Civil Code and the New Urban Lease Regime (NRAU - Law 6/2006, as amended).

In this inter-business or logistics ("Business-To-Business") scope, landlords and firms are vastly exempt from protective prohibitions applied to residents, possessing full powers in negotiations of deadlines, fluctuating increases, renewals in their own molds, and allocation of risks of structural expenses in works under the same foundations of free written drafting.

Critical Differences in Portugal's Commercial Scope

Vigorous Autonomy of Free Temporal Agreements and Constant Renewals

Upon absolute omission and voluntary silenced screening or omission in the signed matrix between parties regarding the caps and margins stipulated in the Contract or its Deadlines, Portuguese jurisdiction obligatorily governs a restrictive provisional cap for reciprocal safeguard in said and supplementary presumption in Certain Fixed Term Contracts of Five (5) Years (Art. 1110, nº 2 of the Civil Code). Such deadlines will be renewed with equal force and an equal cadence of subsequent five years in the absence of procedural oppositions from any of the mercantile fronts (Landlord or Establishment).

Know the strict temporal ramifications in terms in: Commercial Contract RequirementsPreview unavailable.

The "Transfer of Position Without Guarantor" - Trespasse (Business Transfer)

The unique facet in mercantile relations that most clearly delineates from the civil housing front rests with the inherent breath of the unique figure of the so-called Trespasse of Commercial Establishments with open doors for customer service or factories.

In Portugal, if the lessee's firm, company, or store is economically transacted as a holistic package and fundamentally to third parties (composed of goodwill, merchandise, value chains, branding, operational fixed assets, supplier bases), this "Trespasse" of the fundamental structure legally encompasses the associated and binding transfer of the pre-existing Lease Agreement at the same costs to the New Tenant without the need for landlord consent (Art. 1112, nº 1 CC).

However, this transfer is subject to the landlord's statutory Right of Preference (Art. 1112, nº 4 CC). The tenant is legally required to notify the landlord of the sale terms and conditions prior to the transaction to allow the landlord the opportunity to exercise this right. Furthermore, as a basic condition of this protective force of the right of transactional activity, the lessee is imperatively forced to formally communicate the transfer to the landlord within 15 days of the transaction (Art. 1112, nº 3 and Art. 1038, g) of the Civil Code). Failure to comply with these notification requirements may result in the resolution of the contract and eviction.

"Bank Guarantees" (Garantias Bancárias) as Protections Behaved in the B2B Sector

Faced with the heavy charges with profound modifications in the buildings and the profitable charges underlying "Prime" properties in Downtown Lisbon or Boavista and the like industrial district hubs, individual civil C.C/NIF guarantors frequently leave the line of required reliability and give way in negotiation to the reliable Portuguese Bank Execution Matrix Deposits, passive for immediate unimpeded use called "On First Demand" — guaranteeing solvency regarding flows of fines in the face of fallible or bypassed defaults by national industries.

Explore in detail in Portugal all spectrums of compliance for commercial properties and the impact with the reports of Landager's SaaS tools:

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