For years, the written form was the sword of Damocles for commercial tenancy law. A missing addendum, an oral side agreement, an extension with a handshake – and a lease agreement concluded for ten years was suddenly terminable at any time. Livelihoods depended on whether a piece of paper had been correctly signed.
Since 1 January 2025, this has been different. The Fourth Bureaucracy Relief Act (BEG IV) amended Section 550 of the German Civil Code (BGB) and replaced the written form requirement in commercial tenancy law with the Text form replaced. But what does that mean for you specifically? And what applies to contracts concluded before 2025?
Note: This post is for general guidance only and does not replace individual legal advice. Particularly with commercial lease agreements for long terms and high economic values, formal requirements should always be checked by a solicitor.
The old legal situation: Why the written form was so dangerous
Until the end of 2024, for commercial lease agreements with a term of more than one year, the following applied: no written form, no protection of tenancy. Section 550 of the German Civil Code (BGB) in its former version stated, in essence: If a lease agreement for a period longer than one year is not concluded in writing, it shall be deemed to be for an indefinite period.
The consequence was serious. A contract that was originally supposed to run for a fixed term of ten years could be terminated by either party with the statutory notice period of six months at the end of a quarter (§ 580a para. 2 BGB) – if there was any defect in the written form.
And such deficiencies were found almost everywhere.
Because the written form under Section 126 of the German Civil Code (BGB) is strict:
- Both parties must handwritten on the same document sign
- All essential contract contents must be included in the deed itself – parties, rental property, rent amount, term, purpose of use.
- Addenda and amendments must also be in writing – either by being permanently attached to the original or by a separate, complete document with a reference to it.
- Verbal side agreements — even if both parties confirm them — did not observe the written form.
In practice, this led to absurd situations. Landlords and tenants were in complete agreement about a contract extension or a rent adjustment – but because the agreement was only reached by email, handshake, or conduct, the entire contract suddenly became terminable. And not infrequently, one side deliberately exploited exactly this formal defect to free themselves from a contract that had become undesirable.
A case from practice: Higher Regional Court of Munich, 07.04.2016 (23 U 3162/15)
A case decided by the Higher Regional Court of Munich in 2016 shows how dangerous the old legal situation was.
The facts of the case
A commercial tenant rented a retail space with storage and parking spaces in November 2013. The written lease agreement was for an indefinite period with a short Cancellation period for three months. In February 2014, a supplementary agreement for advertising space was added.
The tenant claimed that the landlady had verbally promised him a waiver of notice for 25 years – or at least for five years. Without this promise, he would not have made the significant investments in the property. The landlady denied this. In July 2014, she terminated the contract with appropriate notice.
The decision
The Higher Regional Court of Munich ruled in favour of the landlady. The tenant could not prove the alleged waiver of notice. However, even if he had been able to, according to the court, the oral waiver would have been invalid under §§ 550, 126 of the German Civil Code (BGB). Ineffective been - as a multi-year period of exclusion of termination is an essential term of the contract that would have required written form.
Even a so-called double written form clause in the contract – meaning a clause stipulating that amendments are only valid in writing – did not help the tenant. The court clarified: the statutory written form requirement cannot be circumvented by contractual clauses. The termination was effective as of 31 March 2015 (§ 580a para. 2 BGB).
The lesson from this case
What does this case show? Under the old legal situation, a commercial tenant who relied on verbal assurances and invested everything lost out – because the assurance was not put down in writing. The landlord could terminate the contract at any time, and the tenant was left without legal protection.
The New Legal Situation Since 2025: Text Form Instead of Written Form
The Fourth Bureaucracy Relief Act (BEG IV) amended Section 550 of the German Civil Code (BGB) on 1 January 2025. For commercial leases, it has since been sufficient for Text form pursuant to § 126b BGB.
What is text format?
Text form means: a readable explanation, in which the person giving the explanation is named, submitted on a durable data carrier. Specifically, this can be:
- An email
- A PDF document
- A fax
- A messenger message (theoretically - not recommended in practice)
- Of course, a signed paper document as well
Was not suffices: a purely oral agreement, a phone call or a handshake. Even under the new legal situation, something written (or electronically readable) must be provided.
Transition periods: What applies to existing contracts?
| Period | What applies |
| New contracts from 01/01/2025 | Agreements by email are effectively allowed to be entered into for a limited period. |
| Addendums to Existing Contracts from 01.01.2025 | Text is sufficient for the addendum |
| Old contracts (concluded before 2025) until 31.12.2025 | Old form of writing still valid — termination due to formal defect still possible |
| Old contracts from 01/01/2026 | The text form also suffices for old contracts Termination due to lack of written form ceases to apply if the text form is observed |
This is the crucial point. From 1 January 2026, landlords and tenants will no longer be able to terminate a commercial lease agreement on the grounds that an old addendum was not personally signed by hand, provided that the addendum exists in text form at least.
What does this mean for the OLG Munich case?
Under the new legal situation, the case could have had a different outcome. If the tenant had confirmed the verbal waiver of termination by email, or even just recorded it in a written summary of the conversation, the written form would have been observed. The waiver would have been effective, and the landlady could not have terminated the tenancy.
However, even under the new legal situation, a purely verbal waiver would not have been sufficient. Written form is not the same as freedom of form. Anyone who wants to be on the safe side must write it down – whether on paper or by email.
Practical consequences for commercial tenants and landlords
For tenants
For you as a commercial tenant, the relief provided by the written form is real – but not a free pass for negligence. You should keep three things in mind:
- Confirm any agreement in writing – including by email. Verbal agreements remain risky. Send an email after every conversation summarising what was discussed. This creates both a written record and evidentiary certainty.
- Documenting addenda and option exercises. Extension options, rent adjustments, changes in use — anything that alters the content of your contract must be at least in text form. A short email stating „We confirm the five-year extension as discussed“ can suffice.
- When making significant investments, opt for written documentation. The text form is legally sufficient. However, if you are entering into a lease agreement for 15 years for a shop worth €500,000, a signed contract is the wiser choice. In the event of a dispute, your evidence is weaker with an email than with a deed.
For landlords
The situation has also changed on the landlord's side. Three points:
- The „written form sword“ has become blunt. If you were previously able to get rid of a tenant by circumventing a defect in form, you have lost this instrument since 2026 – at least in the case of old contracts that comply with the text form.
- Check your old contracts. Are there any addenda that have only been confirmed by email so far? These will be effective from 2026 — which means that the associated terms and conditions will also apply. Get an overview.
- Reconsider your written clauses. Many commercial leases contain a clause stipulating that amendments are only valid in writing. Such clauses are not automatically invalid since the BEG IV reform, but their scope has changed. Have them checked.
Written Form vs. Text Form: An Overview of the Differences
| Criterion | Written form (§ 126 BGB) | Text form (§ 126b BGB) |
| Handwritten signature | Yes — both parties on the same deed | No — not required |
| Paper required | Yes (or qualified electronic signature) | No – permanent storage is sufficient |
| E-mail sufficient | No | Yes |
| PDF sufficient | Only with a qualified electronic signature | Yes |
| Sufficient orally | No | No |
| Security of evidence | High | Medium - depends on the medium |
| Legally required for commercial lease agreement >1 year | By 31.12.2024 | From 01.01.2025 (existing contracts from 01.01.2026) |
Frequently asked questions about the written form in commercial tenancy law
Does a commercial lease agreement still need to be in writing from 2025?
No. As of 1 January 2025, text form — meaning email or PDF — will suffice. From 1 January 2026, this will also apply to all existing contracts.
What is the difference between ‘Schriftform’ and ‘Textform’?
Written form (§ 126 BGB) requires a handwritten signature on paper. Text form (§ 126b BGB) only requires a readable declaration on a permanent data carrier – therefore also an email. No signature needed.
What happens if the form requirement is not met?
The contract is deemed to be for an indefinite period and may be terminated by either party giving six months' notice to the end of a quarter (§ 580a para. 2 BGB) – irrespective of the agreed term.
Can old contracts still be terminated due to a lack of written form from 2026?
Only if not even the written form is observed. An e-mail addendum that did not observe the written form before 2025 will meet the statutory requirements from 2026. This means that in many cases the right of termination due to a lack of form is abolished.
Does the text form relief also apply to amendments and extensions?
Yes. Amendments, extensions and option exercises can be made in writing since 2025. A clear reference to the main contract remains advisable.
Should one continue to sign in writing despite the text format?
In cases of high economic value and long contract durations: yes. Written form is legally sufficient but offers less certainty of proof than a signed deed. Particularly in disputes about the exact content of a contract, a signed document is significantly stronger in legal proceedings.
Your commercial lease agreement questions – we can help
What applied in commercial tenancy law no longer does so from 2025. Whether you are concluding a new contract, extending an existing contract, or want to check whether an old contract is to be assessed differently from 2026 onwards – we will advise you.
Call Lawyer Helmer Tieben under an 0221 - 80187670 or write to info@mth-partner.de.
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Important Note: The content of this article has been prepared to the best of our knowledge and belief. However, due to the complexity and constant evolution of the subject matter, we must exclude liability and warranty. The content of this post has been created to the best of our knowledge and current understanding. The complexity and constantly changing legal situation necessitate the exclusion of liability and warranty. For your specific situation, please consult a solicitor.
