Commercial Lease Requirements in Aragon

Commercial leases in Aragon (Zaragoza, Teruel, Huesca) are primarily governed by the will of the parties (Art. 4.3 LAU), but must comply with the mandatory provisions of Title I and Title IV of the Spanish Urban Leases Act (Art. 4.1 LAU). Unlike residential leases, where the law heavily favors the tenant, commercial agreements allow landlords and business entities to negotiate almost every term, from duration to maintenance obligations. However, a mandatory security deposit (fianza) equivalent to exactly two months' rent must be collected (Art. 36.1 LAU) and deposited with the Government of Aragon (DGA) via the WFIA system within two months of the contract's execution (Ley 10/1992; Decree 211/2021).

1. Lease Duration and Tacit Renewal

In the commercial sector, there are no statutory minimum terms or mandatory extensions like the 5/7-year rules in residential law.

• Fixed Terms: The parties can freely agree on any duration (e.g., 1 year, 10 years). The lease expires on the date specified in the contract.
• Tacit Renewal (Tácita Reconducción): Under Article 1566 of the Spanish Civil Code, if the lease ends and the tenant remains in possession for 15 days without the landlord's opposition, a new lease is created. To prevent this, landlords must issue a formal notice (typically via Burofax) before the expiration date.

2. Early Termination and Penalties

Because there is no statutory right for a commercial tenant to withdraw (unlike Art. 11 for residential), early termination must be explicitly managed in the contract.

• Mandatory Fulfillment (Obligado Cumplimiento): Many contracts specify an initial period during which the tenant cannot leave without paying 100% of the remaining rent.
• Withdrawal Penalties: It is common to agree on a penalty for early departure (e.g., one month's rent for every year of the remaining contract term) to provide flexibility while protecting the landlord's yield.

3. Assignment and Subletting (Traspaso)

By default, Article 32 of the LAU allows commercial tenants to assign the lease or sublet the premises without the landlord's consent in the event of a business transfer.

• The 'Traspaso' Rule: The tenant must notify the landlord within one month, and the landlord is entitled to a 20% rent increase for assignments or total subletting (subarriendo total), or 10% for partial sublets, as stipulated in Article 32.2 of the LAU.
• Waiver of Rights: Landlords in Aragon frequently include a clause where the tenant explicitly renounces Article 32, effectively banning any assignment or subletting without the landlord's express written permission.

4. Maintenance and 'Triple Net' Clauses

Commercial leases typically shift the burden of maintenance and taxes to the tenant. It is legal and standard in Spanish commercial contracts to require the tenant to pay for IBI (property tax), community fees, and all internal and external repairs, provided this is clearly stated in the lease.

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