Substitution of Commercial Space in Leiden - Transferring the Rental Contract
Substitution concerns the transfer of a rental contract to a new tenant, specifically for commercial spaces. This often plays a role in the sale of a business or transfer to a successor in Leiden.
What Does Substitution Entail?
Substitution means that a new tenant takes the place of the original tenant:
- The existing rental contract remains in force
- All rights and obligations are transferred
- The landlord gets a new contractual partner
- The original tenant is discharged from obligations
Legal Basis for Substitution
For 290-commercial spaces (such as shops, hospitality, and craft businesses) in Leiden, the tenant has a statutory right to substitution under Article 7:307 of the Dutch Civil Code (BW). This right applies in cases of:
- Transfer of the business operating in the leased space
- A justified interest of the tenant
- Sufficient securities for the landlord
Conditions for Approval
The court in Leiden assesses a request against specific criteria:
1. Transfer of the Business
- There must be an actual business transfer
- It is not merely about the rental contract
- Goodwill, inventory, and customer base must also be transferred
2. Justified Interest of the Tenant
- Financial interest, such as the value of the business
- Personal reasons such as retirement or health issues
- Business-related motives for the transfer
3. Securities for the Landlord
- Financial stability of the new tenant
- Relevant experience and expertise
- Continuity in business operations
Step-by-Step Plan for Substitution
- Submit request to landlord: In writing, including details of the new tenant
- Provide documentation: Business plan, financial information, and background of the successor
- Landlord's response: Consent or reasoned refusal
- In case of refusal: Within 2 months, initiate proceedings before the district court in Leiden
- Court's decision: The court may still approve the substitution
When Can a Landlord Refuse?
Valid reasons for refusal include, among others:
- Insufficient financial security of the successor
- Negative reputation or history of the new tenant
- Planned change of use of the space
- Important business reasons of the landlord
Unfounded reasons for refusal are:
- Desire to demand a higher rent
- Personal preferences without business justification
- Intention to vacate the space
Costs in Substitution
The landlord may not demand compensation for consent, but may charge:
- Limited costs for investigating the successor
- Minor administrative costs
- Costs for drafting a new contract
Substitution versus Contract Takeover
| Feature | Substitution | Contract Takeover |
|---|---|---|
| Legal basis | Yes (for 290-commercial space) | No |
| Landlord's consent | Enforceable via court | Always required |
| In case of refusal | Court proceedings possible | No alternative |
Office Spaces in Leiden (230a-commercial space)
For offices and other commercial spaces, there is no statutory right to substitution:
- Landlord's consent is mandatory
- No option to enforce via the court
- Contractual conditions prevail
Consequences for the Original Tenant
In case of successful substitution:
- Full discharge from rental obligations
- No responsibility for future rent
- Existing debts must still be settled
Practical Questions about Substitution
Can I transfer an online business via substitution?
This is only possible if there is a physical location in Leiden that falls under 290-commercial space. A fully digital business does not qualify.
Must the successor continue the same activities?
Generally yes. A significant change in use may lead to refusal by the landlord.
What if the landlord does not respond?
Send a written reminder with a clear deadline. If no response is forthcoming, you may submit the matter to the court in Leiden.
Substitution offers entrepreneurs in Leiden the opportunity to transfer their business. Ensure thorough preparation and well-substantiate the suitability of the successor.
Local Information Leiden
For legal support, you can contact the Juridisch Loket Leiden, located at Stationsweg 46. For court cases regarding substitution, you can contact the District Court of The Hague, Leiden location.