How is a commercial lease drawn up and what must it include?

Question

José Manuel Alburquerque · Accepted Answer

It can be drawn up by the parties themselves, in a private document signed by both of them, without a notary. The law only requires it to state who is signing it, which premises are being let, the term, the initial rent and anything else that is agreed. But with commercial premises almost everything depends on what the lease says, so it should be comprehensive. It is even valid if made orally, although either party can require the other to put it in writing and, since 8 October 2026, doing so is compulsory if the tenant asks for it. What it should say Who is signing it and, if either party is a company, who is representing it. The premises, with their address, cadastral reference, floor area and anything that goes with them, such as a storeroom or a parking space. The activity the tenant may carry on and whether the tenant may change it. The term, the years of minimum commitment for the tenant, the extensions and the notice required not to renew or to leave early. The rent, how and when it is paid and how it is updated each year, specifying the index. Also the VAT and the withholding of “IRPF” (Spain's personal income tax) that apply. The statutory deposit (“fianza”) of two months' rent and any additional guarantees, such as a bank guarantee. Since 8 October 2026, the prudent course is not to require the tenant to take out rent guarantee insurance. Which expenses the tenant pays, such as the service charges (owners' association fees), the “IBI” (the local property tax), the waste collection charge or the utilities. The works the tenant may carry out and what happens to them at the end. Also whether there will be a rent-free period, a time without paying rent while the works are carried out. Who applies for the licences and what happens if they are not granted. Whether the tenant may assign the lease or sublet the premises, whether the tenant has the right to buy them ahead of anyone else if they are sold and whether the tenant waives goodwill compensation. The condition of the premises on handover, with photos or an inventory. Also what the tenant will pay for each day of delay if the premises are not returned on time. The tenant's liability insurance and an address for notices. If the lease says nothing Whatever the lease leaves out is filled in by the “Ley de Arrendamientos Urbanos” —Spain's urban tenancies act— and then by the Spanish Civil Code (“Código civil”). On several points that silence favours the tenant: If the tenant carries on a business or professional activity in the premises and the lease does not prohibit it, the tenant can assign the lease or sublet without the landlord's permission. The tenant must notify the landlord in a way that provides reliable proof within the following month, because otherwise the landlord can terminate the lease. The landlord can raise the rent by 10 % if part of the premises is sublet and by 20 % if the lease is assigned or the whole of the premises is sublet. Unless the lease excludes it, the tenant has the right to buy the premises ahead of anyone else when they are sold. Unless the tenant waives it, he or she may be entitled to goodwill compensation when the term ends. If no agreement is made on how the rent is updated, it is not updated. If no term is set, the lease is deemed to have been made by the month when the rent is monthly. Either party can then end it at the end of a month. Documents and formalities The energy performance certificate, which is also required to let commercial premises. The certificate of habitability (“cédula de habitabilidad”) is for homes and is not needed. In Catalonia, the landlord must lodge the deposit with the “INCASÒL”, the Catalan public body that holds tenancy deposits, within two months of signing and enter the lease in the “Registre de fiances”, the register of tenancy deposits. For a future buyer of the premises to be bound to honour the lease in all cases, it must be executed as a public deed before a notary and registered at the “Registro de la Propiedad”, the Land Registry. This is not compulsory, but it is in the tenant's interest if the lease is a long one.