Netherlands Commercial Lease Laws: Complete Guide for Property Owners

Dutch commercial lease law, primarily codified in Title 4 of Book 7 of the Burgerlijk Wetboek (effective since 1 August 2003), makes a fundamental distinction between two types of business premises, each with its own protection regime. This distinction determines the rights and obligations of both landlord and tenant regarding duration, termination, and rent review.

The Two Commercial Regimes

1. Retail Business Premises (Art. 7:290 BW)

This regime provides strong, semi-mandatory tenant protection and applies to:

• Retail Shops: Clothing stores, supermarkets, showrooms.
• Hospitality: Restaurants, cafés, hotels.
• Artisan Businesses: Bakeries, hair salons, auto garages (where direct public interaction occurs).

The key characteristic is that the public has direct access to the premises for purchasing goods or services.

2. Other Business Premises (Art. 7:230a BW)

This regime provides limited protection and applies to properties not accessible to the general public:

• Offices: Corporate headquarters, coworking spaces, professional practices (lawyers, doctors).
• Industrial: Factories, warehouses, distribution centers.
• Other: Laboratories, specific-purpose buildings.

Key Differences Comparison

Lease Duration and Renewal (7:290 BW)

For retail space, the law mandates a specific cycle:

• First Term: 5 years.
• Second Term: Automatic renewal for another 5 years (total 10 years).
• After 10 Years: Becomes an indefinite-term lease unless terminated.
• Short-Term Exception: Leases of 2 years or less (Art. 7:301 BW) are exempt from these protections, but automatic conversion to a 5-year term occurs if the 2-year mark is exceeded.

Termination and Eviction Protection

7:290 BW (Retail)

Termination is difficult for the landlord. During the first 10 years, termination is only possible for urgent personal use or poor business operations. After 10 years, a general balancing of interests is applied by the court.

7:230a BW (Office/Other)

The lease ends according to the contract. However, the tenant has a 2-month grace period from the eviction date to request "ontruimingsbescherming" (eviction protection) from the court, which can be granted for up to 1 year (renewable up to 3 times).

Rent Indexation and Market Review

Annual indexation using the Consumer Price Index (CPI) is the market standard via ROZ conditions. For 7:290 BW premises, either party can also request a Market Rent Review (Art. 7:303 BW) if the rent no longer matches the local average of comparable properties over the last 5 years.

Best Practices for Landlords

1. Use ROZ Models: These are the industry standard and are recognized by courts as reasonable for professional parties.
2. Determine the Regime Early: If you lease an office to a shop owner, it may be converted to a 7:290 BW lease by law, granting the tenant 10 years of protection.
3. Draft the Notice of Default Carefully: Use a bailiff (deurwaarder) to serve notices to ensure they stand up in court.

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