Netherlands Commercial Security Deposits: Bank Guarantees and Rules

For commercial leases in the Netherlands, different rules apply to security deposits compared to residential properties. There is no statutory cap, and terms are largely determined by contract under the Dutch Civil Code (Burgerlijk Wetboek), which came into effect in its modern form on 1 January 1992. Specific provisions for business premises are found in Articles 7:290–7:310 BW (retail/hospitality) and Article 7:230a BW (offices/other).

No Statutory Maximum

Unlike residential leases (capped at 2 months' base rent), commercial leases have no statutory ceiling for security deposits. The Good Landlordship Act does not apply to business premises.

Common Practice

Bank Guarantee vs. Cash Deposit

Bank Guarantee

The bank guarantee is the most common form of security in commercial leases:

• The bank guarantees payment to the landlord upon tenant default
• Irrevocable and unconditional — the landlord can claim directly
• The bank does not freeze funds in the tenant's account
• The tenant pays an annual commission to the bank (typically 1–2% of the guarantee amount)
• Upon lease termination, the bank guarantee is returned

Cash Deposit

• The tenant pays a sum to the landlord
• The landlord may not use this money for their own purposes
• Upon lease termination, the amount is returned minus any deductions

• No statutory interest obligation — unless contractually agreed

Deductions

The landlord may draw on the deposit or bank guarantee for:

1. Outstanding rent and service charges
2. Repair costs — damage beyond normal wear and tear
3. Outstanding VAT — if applicable
4. Contractual penalties — as agreed
5. Eviction costs — if the tenant fails to vacate on time

Return

The return deadline is contractually determined. Common timelines:

• ROZ model: within a reasonable period after lease end and handover
• In practice: typically within 1–3 months after handover
• After inspection of the premises and settlement of outstanding items

ROZ Model Agreement

Most commercial leases in the Netherlands are based on the ROZ model (Council for Real Estate Affairs). This model contains standard provisions on:

• Bank guarantee amount (typically 3 months' rent + VAT + service charges)
• Conditions for drawing on the guarantee
• Procedure upon termination

Disputes and Jurisdiction

Disputes regarding commercial security deposits or bank guarantees are heard by the Cantonal Court (Kantonrechter), which is a division of the District Court (Rechtbank). Under Article 93(c) of the Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering), the Cantonal Court has jurisdiction over all lease-related matters regardless of the amount in dispute.

Best Practices for Landlords

1. Use the ROZ model — it is the market standard and widely accepted
2. Request a bank guarantee — this provides more security than a cash deposit
3. Request adequate security — 3–6 months is standard
4. Define conditions clearly — when and how the guarantee can be claimed
5. Verify the bank guarantee — ensure it is irrevocable and unconditional

Back to Netherlands Commercial Lease Laws OverviewPreview unavailable.