Singapore Commercial Required Disclosures: Landlord Rules
Review the mandatory commercial disclosures in Singapore, including exclusivity clauses and data confidentiality under the Retail Code of Conduct.
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Singapore does not mandate lengthy environmental hazard reports (like flood zones or lead paint) for commercial properties in the way some Western jurisdictions do.
However, under the sprawling Lease of Retail Premises Act 2023 and the Code of Conduct (CoC), severe disclosure and transparency requirements have been heaped onto landlords leasing "Qualifying Retail Premises" (QRP) within shopping malls and commercial complexes.
Non-Retail Commercial Deals
In standard office or industrial leases, transparency operates under the basic legal doctrine of caveat emptor (buyer/renter beware). A landlord isn't strictly required to disclose much beyond their legal right to lease the property, the exact floor plan boundaries, and major structural defects known to them that render the space unusable. The burden of due diligence falls almost entirely on the incoming corporate tenant.
QRP / Retail Mandated Disclosures
For Qualifying Retail Premises (restaurants, spas, shops), the legislation requires the landlord to be highly transparent during lease negotiations to prevent monopolistic bullying by major mall operators.
1. Data Sharing and Confidentiality
A major sticking point in retail is "Base Rent + Gross Turnover (GTO)" rent calculating. Landlords demand deep insight into a tenant’s daily sales data to calculate their percentage cut.
Under the new CoC, while the landlord can demand this data, they are statutorily required to disclose and enforce a strict confidentiality regime.
- The landlord cannot share a specific tenant's sales data with other tenants.
- Sales data can only be shared with the landlord's employees and financiers on a strict "need-to-know" basis.
- Aggregated, anonymized data sharing is permitted (e.g., "Food and Beverage sales on Level 2 grew by 5%"), but the identities of the specific performing or underperforming tenants must remain guarded.
2. Exclusivity Clauses
Retail tenants often desire "exclusivity" (e.g., a coffee shop wanting a guarantee that no other coffee shop can open on the same floor).
The CoC broadly discourages landlords from engaging in anti-competitive exclusivity traps. If an exclusivity clause is included in the lease, the landlord must explicitly disclose any prior existing tenancies that might violate that exclusivity before the lease is signed.
3. Preparation Costs and "Hidden Fees"
Prior to 2024, commercial landlords frequently embedded "lease preparation fees" into contracts, forcing the tenant to pay the landlord's expensive corporate lawyers for drafting the standard mall lease.
The CoC now mandates full transparency and actively prohibits this. A landlord must disclose that, legally, both parties are required to bear their own legal costs in drafting the lease agreement. The landlord is strictly prohibited from passing their legal, administrative, or "lease drafting" expenses onto the retail tenant.
4. Electricity and Third-Party Costs
If a landlord is not a licensed electricity retailer but bulk-purchases electricity and resells it to the retail tenant, the landlord must disclose their administrative markup. Under the CoC, the administrative charge imposed by the landlord cannot exceed the exact cost the landlord incurred in managing the electricity supply—profiting artificially off utility reselling to tenants is severely restricted.
Ensuring your retail lease templates conform to these statutory transparency requirements is critical to avoid voided contracts and heavy fines in Singapore.
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