{"id":8657,"date":"2026-08-04T17:24:25","date_gmt":"2026-08-04T17:24:25","guid":{"rendered":"https:\/\/www.mth-partner.de\/?p=8657"},"modified":"2026-08-12T05:47:31","modified_gmt":"2026-08-12T05:47:31","slug":"wichtige-aspekte-und-besonderheiten-von-gewerbemietvertraegen","status":"publish","type":"post","link":"https:\/\/www.mth-partner.de\/en\/important-aspects-and-particularities-of-german-commercial-lease-agreements\/","title":{"rendered":"Commercial lease: content, risks and checklist for tenants and landlords"},"content":{"rendered":"

Last legal review: August 2026 \u00b7 Takes into account the BEG IV form reform, which has also applied to legacy contracts since 2 January 2026<\/em><\/p>\n

Anyone renting office space, a retail shop or a warehouse is operating within a different legal framework than when renting a residential property. Commercial tenancy law knows neither rent caps nor Protection against dismissal<\/a> \u2013 alongside a freedom of contract that harbours both opportunities and risks in equal measure. This article explains what matters in commercial lease agreements, from the form of the contract and the rent level to termination, and refers to in-depth guides for each individual point.<\/p>\n

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Note:<\/strong>\u00a0This post serves as general guidance and does not replace individual legal advice. Commercial property leases are complex documents where the contract drafting can determine six-figure economic consequences. Have your contract reviewed by a lawyer before signing.<\/p>\n<\/div>\n

<\/span>What is a Commercial Lease Agreement?<\/span><\/h2>\n

A commercial lease agreement governs the rental of premises that are not used for residential purposes, but rather for business activities. Typical commercial premises include offices, retail shops, medical practices, workshops, catering spaces and warehouses.<\/p>\n

There is no independent commercial tenancy law as a closed set of rules in Germany. The legal basis is formed by the general tenancy provisions of Sections 535 et seq. of the German Civil Code (BGB). However, the decisive factor is: the special tenant protection provisions for residential space apply to commercial spaces only to a very limited extent. In practice, this means: no personal use, no rent cap, no rent index, no grace period payment, no notice periods staggered with the duration of the tenancy.<\/p>\n

Instead, freedom of contract dominates. The legislature treats commercial tenants and landlords as parties on an equal footing. What is in the contract applies \u2013 with a few exceptions.<\/p>\n

Whether a tenancy agreement is to be classified as commercial at all does not depend on the title of the contract, but on the agreed purpose of use. In the case of mixed use, the deciding factor is which purpose predominates; for more in-depth information on this, see our article on\u00a0Demarcation of residential and commercial tenancy law<\/a>.<\/p>\n

\"Comparison<\/p>\n

<\/span>Residential and commercial space compared<\/span><\/h2>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
Subject<\/th>\nResidential tenancy agreement<\/th>\nCommercial lease<\/th>\n<\/tr>\n<\/thead>\n
Tenant protection<\/td>\nExtensive legal protection<\/td>\nLimited legal protection; freedom of contract<\/td>\n<\/tr>\n
Rent amount<\/td>\nRent Index, Rent Brake, Cap<\/td>\nOpen to negotiation; no statutory upper limit<\/td>\n<\/tr>\n
Security deposit<\/td>\nA maximum of three net basic rents (\u00a7 551 BGB)<\/td>\nNo legal limit<\/td>\n<\/tr>\n
Contract duration<\/td>\nFixed-term contracts only under strict conditions (\u00a7 575 German Civil Code)<\/td>\nFixed-term contracts are freely possible; after 30 years there is a right to terminate (\u00a7 544 BGB)<\/td>\n<\/tr>\n
Notice period (indefinite)<\/td>\nThree to nine months, depending on the rental period<\/td>\nThe third working day of a quarter, at the end of the following quarter (Section 580a(2) of the German Civil Code (BGB))<\/td>\n<\/tr>\n
Grounds for termination (landlord)<\/td>\nOnly with a legitimate interest (\u00a7 573 BGB)<\/td>\nNo reason required<\/td>\n<\/tr>\n
Grace period payment for late payment<\/td>\nYes, summary dismissal can be remedied (\u00a7 569 para. 3 BGB)<\/td>\nNo, the termination remains valid<\/td>\n<\/tr>\n
Operating costs<\/td>\nOnly costs under Section 2 of the Operating Costs Ordinance (BetrKV) are eligible for apportionment.<\/td>\nFreely negotiable, including administrative costs<\/td>\n<\/tr>\n
service charge settlement deadline<\/td>\nTwelve months (section 556(3) of the German Civil Code (BGB))<\/td>\nNo statutory deadline; the contract is decisive<\/td>\n<\/tr>\n
Maintenance<\/td>\nLandlord's obligation generally<\/td>\nLargely transferable to the tenant<\/td>\n<\/tr>\n
Rent reduction<\/td>\nNon-contractually excludable<\/td>\nContractually limitable or excludable<\/td>\n<\/tr>\n
Statutory form for terms exceeding one year<\/td>\nWritten form (Section 550 of the German Civil Code (BGB))<\/td>\nText form (\u00a7 578 para. 1 sentence 2 BGB)<\/td>\n<\/tr>\n
Value Added Tax<\/td>\nNot relevant<\/td>\nLandlords may opt in under Section 9 of the German Value Added Tax Act (UStG)<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

<\/span>The form: text form instead of written form<\/span><\/h2>\n

Until the end of 2024, commercial leases with a term of more than one year had to comply with the written form requirement: handwritten signatures of both parties on a single document. If this form was not observed, the lease was deemed to have been concluded for an indefinite period and was subject to ordinary termination \u2013 even in the case of a ten-year fixed term.<\/p>\n

The Fourth Bureaucracy Reduction Act changed that. Section 578(1) of the German Civil Code (BGB) was amended by the addition of a sentence stating that Section 550 of the BGB applies to commercial premises with the proviso that the\u00a0Text form<\/strong>\u00a0satisfies section 126b of the German Civil Code (BGB). The wording of section 550 BGB itself remained unchanged; only its application to commercial space was amended. Since 1 January 2025, this has applied to new and amended contracts, and since 2 January 2026, it also applies to existing legacy contracts that continue unchanged.<\/p>\n

That doesn't mean, however, that old formal defects automatically disappear.<\/strong>\u00a0A prior lack of written form only loses its significance to the extent that the currently decisive text form is actually complied with. If the agreement in question \u2013 such as an oral collateral agreement or an undocumented amendment \u2013 does not exist in text form either, the defect persists and the contract remains subject to ordinary termination.<\/p>\n

Our [text\/document\/article] covers the entire subject matter, including the unity of documents, cure by addendum and contractual written form clauses\u00a0Main article on the written form requirement in commercial tenancy law<\/a>.<\/p>\n

<\/span>Rent level: what rental models are available?<\/span><\/h2>\n

In commercial tenancy law, there is neither a rent cap nor a rent index. The rent is a matter for negotiation. In practice, four models have become established.<\/p>\n

Fixed rent<\/strong>\u00a0\u2013 a fixed monthly amount for the entire term. Budgetary certainty for both sides, but no inflation adjustment for the landlord.<\/p>\n

Index rent<\/strong>\u00a0\u2013 The rent is linked to the Consumer Price Index and is adjusted at agreed intervals. During periods of high inflation, this can lead to significant increases. Clauses relating to the protection of value are subject to the Price Clauses Act and, in standard form contracts, to the review of general terms and conditions.<\/p>\n

Graduated rent<\/strong>\u00a0\u2013 The increases are set in advance in terms of amount. This provides predictability for both sides.<\/p>\n

Turnover rent<\/strong>\u00a0\u2013 the rent depends entirely or partly on the tenant's turnover. Common in retail, particularly in shopping centres, usually as a minimum rent plus a turnover-linked component. That a rent adjustment cannot simply be demanded at will is shown by a\u00a0Decision of the Cologne Regional Court<\/a>.<\/p>\n

<\/span>Service charges: what can be passed on?<\/span><\/h2>\n

In residential tenancy law, only the costs listed in Section 2 of the Operating Costs Ordinance (Betriebskostenverordnung) may be passed on. In commercial tenancy law, it is different: here, other types of costs can generally also be transferred to the tenant, such as management costs, costs for a security service or centre management. The prerequisite is that the types of costs are named transparently and concretely in the contract \u2013 clauses in practice often fail due to this, as a\u00a0Decision on the transparency requirement<\/a>\u00a0shows.<\/p>\n

Important for commercial tenants:<\/strong>\u00a0The twelve-month period for billing known from residential tenancy law does not apply here. According to established case law, Section 556 of the German Civil Code (BGB) does not apply to commercial property tenancies, not even by analogy. The sole determining factor is what the lease agreement stipulates. For the same reason, the digital inspection of receipts possible since 2025 also does not apply to commercial spaces, according to the prevailing view \u2013 the\u00a0Higher Regional Court of Schleswig<\/a>\u00a0rejected an analogy.<\/p>\n

<\/span>Deposit: no statutory upper limit<\/span><\/h2>\n

For residential property, the deposit is limited to three months' net rent without heating (\u00a7 551 BGB). For commercial premises, there is no such limit; three to six months' rent is usual in practice. The form is also freely negotiable: cash deposit, bank guarantee or deposit insurance. Likewise, there is no statutory right to pay in instalments \u2013 the landlord can demand the full deposit before the tenancy begins. Negotiating is particularly worthwhile here.<\/p>\n

<\/span>Termination of the Commercial Lease Agreement<\/span><\/h2>\n

<\/span>Permanent contracts<\/span><\/h3>\n

\"Timeline<\/p>\n

Unless the contract contains a provision to the contrary, Section 580a(2) of the German Civil Code (BGB) applies: Notice of termination must be given no later than on the third working day of a calendar quarter to be effective at the end of the\u00a0next<\/em>\u00a0be explained by the calendar quarter. In practice, this corresponds to a period of around six months.<\/p>\n

Example:<\/strong>\u00a0If the tenancy is to end by 30 September, the notice of termination must be received by the third working day of July at the latest \u2013 that is, at the beginning of the quarter at the end of which the tenancy is to be terminated. When calculating this, Saturday is generally counted as a working day; if the last day of the grace period falls on a Saturday, Sunday or public holiday, the deadline is extended to the next working day.<\/p>\n

Unlike residential tenancy law, the landlord does not need a reason for termination. They can give notice of termination in the ordinary way without having to prove personal use or a breach of duty.<\/p>\n

<\/span>Fixed-term contracts<\/span><\/h3>\n

Fixed-term commercial lease agreements are the norm; lease periods of five, ten or fifteen years are customary. During the term, the agreement generally cannot be terminated ordinarily \u2013 neither by the tenant nor by the landlord. What remains possible are an agreed special right of termination, termination without notice for good cause (\u00a7 543 BGB) and a mutually agreed Cancellation agreement<\/a>. For contracts with a term of more than 30 years, Section 544 of the German Civil Code (BGB) provides a statutory right of termination after the 30-year period has expired.<\/p>\n

<\/span>Termination without notice \u2013 no grace period<\/span><\/h3>\n

In the event of late payment to the extent described in Section 543(2)(3) of the German Civil Code (BGB), the landlord may also terminate the tenancy without notice under commercial tenancy law. The most significant difference from residential tenancy law is that the grace period for payment under Section 569(3)(2) of the German Civil Code (BGB) does not apply to commercial premises. Any payment of arrears made after receipt of the notice of termination does not thereby remedy the breach.<\/p>\n

For commercial tenants, this means that anyone running into payment difficulties should talk to their landlord before notice is served. All deadlines, grounds and formal requirements are covered in detail in our guide on\u00a0Termination of the Commercial Lease Agreement<\/a>.<\/p>\n

<\/span>Maintenance: Is it all sorted, or is it all down to the tenant?<\/span><\/h2>\n

Under residential tenancy law, the landlord is generally responsible for maintenance. Under commercial tenancy law, the obligation to carry out maintenance can, to a large extent, be transferred to the tenant \u2013 for the rented premises themselves and, under certain conditions, also for communal areas and building services.<\/p>\n

In practice, a distinction is made between the roof and walls clause, whereby the landlord remains responsible for the roof and load-bearing structural elements, and complete transfer. Limitations are imposed by the judicial review of standard business terms: if a standard form contract is used, maintenance clauses are subject to Sections 305 et seq. of the German Civil Code (BGB). Clauses without a cost ceiling or involving an unreasonable shift of risk can be void.<\/p>\n

<\/span>Protection against competition<\/span><\/h2>\n

Anyone renting commercial premises in a multi-tenant building wants to be sure that the landlord does not let to a direct competitor in the same building. To a certain extent, inherent contractual protection against competition applies even without an express agreement; the Federal Court of Justice (BGH) derives this from the landlord's obligation to grant the contractual use of the premises. In practice, however, this protection is rarely sufficient. Anyone who wants to be certain needs a clause that clearly defines the spatial and material scope. Details on this, including on the obligation to operate and the consequences of a breach, in our article on\u00a0Protection against competition and the obligation to operate<\/a>.<\/p>\n

<\/span>option to tax under Section 9 of the German Value Added Tax Act (UStG)<\/span><\/h2>\n

Rental income from commercial properties is generally exempt from VAT. However, the landlord can opt to pay VAT and thereby claim input VAT on construction and maintenance costs.<\/p>\n

This has consequences for the tenant. If they are able to deduct input VAT themselves, for example as a retailer or tradesperson, the VAT is economically a pass-through item. If, on the other hand, they use the premises for VAT-exempt services \u2013 as a doctor or alternative practitioner, for example \u2013 the rent effectively becomes more expensive. The option must be stipulated in the lease agreement. The fact that the tenant can withhold payment until a proper invoice is issued demonstrates a\u00a0Decision on the display of VAT<\/a>.<\/p>\n

<\/span>T&C check: not everything in the standard form contract holds up<\/span><\/h2>\n

Freedom of contract ceases to apply where the contract has not been individually negotiated but is provided by the landlord as a standard form contract. In such cases, Sections 305 et seq. of the German Civil Code (BGB) apply. Clauses that are regularly found to be invalid under the rules governing standard terms and conditions:<\/p>\n