Maintenance & Structural Repairs in Aragon Commercial Leases

Managing a retail storefront, warehouse, or office building in Aragon is fundamentally different from residential renting when infrastructure fails. While the primary governing law, the Spanish Urban Leases Act (Ley 29/1994), emphasizes the will of the parties, it also establishes default maintenance obligations if the contract is silent. Since the law took effect on 1 January 1995, the allocation of commercial maintenance obligations in Spain has relied on a combination of explicit drafting and statutory defaults.

The Primacy of Contractual Will and Statutory Defaults

Commercial leases in Aragon (arrendamientos para uso distinto del de vivienda) are governed primarily by the will of the parties (Article 4.3 of the LAU). However, if the lease agreement is silent regarding maintenance obligations, the law provides a specific default framework.

Contrary to common belief, silence in a commercial contract does not leave the parties without a structure. Article 30 of the LAU explicitly extends the provisions of Articles 21, 22, 23, and 26 (from Title II, which governs residential leases) to commercial leases. This means that, unless otherwise agreed:

• Landlord's Obligation for Necessary Repairs: According to Article 21.1 of the LAU and Article 1554.2 of the Spanish Civil Code, the landlord is obligated to carry out, at their own expense, all necessary repairs to maintain the property in a condition suitable for its intended use.
• Tenant's Obligation for Small Repairs: The tenant is responsible for small repairs that arise from the ordinary wear and tear of the property.

Without a clear contractual allocation of duties, landlords and tenants may find themselves in costly litigation before the Juzgado de Primera Instancia (First Instance Court) over whether a repair is "necessary" or "small."

"Triple Net" (NNN) and Transferring Risk

Because commercial contracts thrive on the "freedom of pacts" (libertad de pactos), landlords in the B2B sector standardly use their contractual freedom to shift the statutory burden of maintenance onto the corporate tenant.

A prevalent strategy in Aragonese commercial real estate is drafting an agreement where the business operates on what is internationally known as a Triple Net (NNN) basis:

• Complete Maintenance Shift: The tenant legally agrees to fund all preventative and corrective maintenance, including fixing specialized machinery, electrical grids, and commercial facades, overriding the default protections of Article 21.

• Tax and HOA Shift: The contract explicitly forces the business tenant to pay the annual municipal property tax (IBI) and the monthly building community fees (Comunidad), completely insulating the landlord’s base rental yield.
• Insurance: The tenant must secure comprehensive civil liability and structural insurance policies, naming the landlord as an additionally insured party.

Modifying the Premises: Works by the Tenant

A commercial tenant usually needs to drastically transform the "raw" space to fit their brand identity (a process known as obras de adecuación).

The Golden Rule: Prior Written Consent

Under Article 23.1 of the LAU (applicable to commercial leases via Article 30), a commercial tenant cannot undertake significant structural works that modify the configuration of the property or its accessories, or that diminish its stability or security, without the express, prior written consent of the landlord.

• Knocking down load-bearing walls, altering the building's facade, or merging the space with an adjacent local without permission is a direct cause for immediate contract termination and eviction.
• Furthermore, upon the end of the contract, the landlord has the right to demand that the tenant fund the complete restoration of the premises back to its original state, or the landlord may choose to retain the improvements without paying any compensation (Article 23.2 LAU).

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