Commercial Required Disclosures in the Basque Country

Leasing a commercial property in the Basque Country requires the disclosure of specific technical and administrative documents. Failure to provide these can lead to administrative fines from the Basque Energy Agency (EVE) or the rescission of the lease contract.

1. Energy Performance Certificate (EPC/CEE) and the "Raw" Premises Exemption

Under Spanish law (RD 390/2021), any commercial property offered for rent must have an Energy Performance Certificate.

• The Obligation: The energy label (rating from A to G) must be included in all advertisements and the certificate must be handed over to the tenant upon signing.
• Fines in Euskadi: The Basque Energy Agency (EVE) enforces compliance. Under the national energy certification framework (RD 390/2021) and the regional Decree 25/2019, failure to possess or display a valid EPC can result in fines from €300 to €6,000, depending on the severity of the infraction.
• The "Raw" (En Bruto) Clarification: Commercial premises delivered "en bruto" (shell condition) are not universally exempt. Under RD 390/2021 Art. 3.2.c, they may only be exempt if they are purchased or leased specifically for a major renovation or demolition that will include its own subsequent energy project.

2. Activity Licenses and Urban Suitability

In the Basque Country, municipalities (Ayuntamientos) are very strict about the use of commercial premises, especially for hospitality (Hostelería).

• Tenant Due Diligence: It is the tenant's responsibility to ensure that the premises are suitable for their specific activity (e.g., a bar, a medical clinic, or a warehouse).
• Liability Clauses: We recommend including a clause stating that the landlord does not guarantee the granting of the license, and that the tenant has verified the urban regulations (PEPRI - Special Plan for Protection and Interior Reform) before signing.
• ITE (Technical Building Inspection): If the building is over 50 years old, the landlord should disclose the result of the latest ITE to the tenant, as it may affect community fees or accessibility requirements.

3. The "Body Certain" (Cuerpo Cierto) Clause

To avoid liability for minor pre-existing defects, commercial leases in Bilbao or San Sebastián almost always include the "Cuerpo Cierto" clause.

• Legal Meaning: This means the tenant accepts the property in its current physical condition, having inspected it thoroughly.
• Hidden Defects: This clause does not protect the landlord from "hidden defects" (vicios ocultos) that make the premises unfit for use and were not detectable during a normal inspection.

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