Netherlands Commercial Lease Requirements: ROZ Model and Key Provisions

Commercial leases in the Netherlands enjoy significant freedom of contract, but there are important legal frameworks and market standards that landlords must consider.

ROZ Model Agreement

The ROZ model (Council for Real Estate Affairs) is the market standard for commercial leases. Separate models exist for:

• 7:290 BW retail and hospitality — with extensive tenant protection
• 7:230a BW office space — with more contractual freedom
• 7:230a BW storage — specific to storage and logistics

The ROZ model consists of a lease agreement and accompanying General Conditions with detailed rules on maintenance, use, insurance, and more.

Mandatory Content

Every commercial lease should contain at minimum:

Parties and Property

• Full names and legal form of landlord and tenant
• Address and cadastral reference of the property
• Description of the leased premises — including parking, storage
• Permitted use — what the property may be used for

Financial Terms

• Rent — per year or month, excluding VAT
• VAT option — taxed or exempt lease
• Service charges — which costs are passed through and on what basis
• Indexation clause — typically CPI-linked
• Bank guarantee or deposit — amount and conditions

Duration and Termination

• Start date and term
• Renewal provisions — automatic renewal or renegotiation
• Notice period — minimum 1 year for 7:290 BW
• Break option — potential right to terminate early

Lease Structures

Base Rent Only

The tenant pays only rent for the use of the space. All operating costs are the landlord's responsibility.

Gross Rent (Full-Service)

Rent includes service charges, utilities, and maintenance. Common for office space.

Triple Net (NNN)

The tenant pays base rent plus:

• Property tax (OZB)
• Building insurance
• Maintenance costs

Common for large commercial properties and industrial premises.

VAT Choice

Taxed Lease (VAT Option)

• Landlord charges 21% VAT on rent
• Tenant can deduct this VAT if they make VAT-taxable supplies
• Requirement: tenant must use the premises for at least 90% VAT-taxable activities
• The option for taxation must be agreed in writing

Exempt Lease

• No VAT on rent
• Tenant cannot deduct VAT
• Landlord cannot deduct VAT on investments
• Applies when the tenant primarily makes exempt supplies (e.g., financial services, medical care)

Other Important Provisions

Lease Incentives

Incentives are common at the start of a new lease:

• Rent-free period — first months without rent
• Fit-out contribution — landlord contribution to interior costs
• Stepped rent — reduced rent during initial years

Subletting and Assignment

• Subletting — generally prohibited without landlord consent
• Assignment (7:290 BW) — upon business transfer, the tenant can assign the lease through court proceedings

Operating Obligation

For retail space, leases commonly include an operating obligation:

• The tenant must actually use the premises
• Vacancy can constitute a breach of contract
• Protects the landlord and other tenants in a shopping center

Best Practices for Landlords

1. Use the ROZ model — legally tested and widely accepted
2. Choose the correct VAT option — this has major financial implications
3. Define permitted use — prevent unwanted use
4. Include an operating obligation — for retail and hospitality locations
5. Have the contract legally reviewed — even the ROZ model needs customization

How Landager Helps

Landager provides commercial lease templates based on the ROZ model, including automatic VAT calculation and indexation schedules.

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