Commercial lease sublease
Verified 03 June 2025 - Directorate for Legal and Administrative Information (Prime Minister), Ministry of Economy
The subletting of a commercial premises is done for the tenant (called principal tenant) to rent to another person (called sub-tenant(b) all or part of a commercial premises in exchange for payment of rent. Subletting of the commercial lease is in principle prohibited. It may, however, be authorized by a clause of the commercial lease or by the owner (or lessor) after the lease has been signed.
The subleasing is the fact that a tenant (principal tenant) leases the premises or part of the premises that he leases to another person (sub-tenant) in exchange for the payment of rent.
The provision of premises with services is also a rental contract for premises, but the rental is accompanied by several services: maintenance, provision of wifi, telephone, heating, reception service, access to meeting rooms, etc.
Sub-lease of a commercial lease | Provision of premises | |
|---|---|---|
Conditions | It is possible under the following 2 conditions: | It must be allowed in the destination clause of the commercial lease. |
Rent / Royalty | Rent paid by the sub-tenant to the principal tenant only to dispose of the premises | Fee or overall price which includes services: maintenance, provision of Wi-Fi, telephone, heating, reception service, access to meeting rooms, etc. |
Rent adjustment | Possibility for the landlord to request a rent adjustment from the principal tenant if the rent of the sublease is higher than the principal rent | No possibility for the landlord to obtain a rent adjustment |
Example :
A tenant operating a dance studio subleases it to a business for several months. It offers many services together with the premises, such as the maintenance of premises, reception and security checks. This contract is considered to be a temporary provision of premises (not a sub-lease).
Total or partial subletting is in principle prohibited.
However, it may be authorized when the 2 following conditions are satisfied:
- The lessor has given permission.
- The lessor is informed by the lessee of the sub-lease
If the tenant does not comply with these 2 conditions, the sublease is irregular. The lessor then has several options:
- He can ask for the termination from the lease.
- He may refuse to renew the lease agreement without payment of eviction pay.
Lessor authorization
The authorization of the lessor is essential.
This authorization may take one of the following forms:
- It can be written. Subleasing authority is sometimes provided for in the original commercial lease. It can also be obtained after the commercial lease is signed: for example, writing a agreeable to the lease agreement. In the case of renewal of the commercial lease, the sublease authorization must be reproduced in the contract of the renewed lease.
- It may result from a clear and unequivocal attitude of the lessor. : it is then unspoken. For example, an express authorization given by the lessor to the sub-lessee to carry out work constitutes tacit agreement of the sub-lease.
Inform the lessor of the sub-lease
The tenant must inform the lessor its intention to sublease even where the sublease is authorized by the lease agreement. This information obligation enables the lessor to be aware of the conditions of the sublease and of the identity of the sublessee.
The tenant informs the landlord by one of the following means:
- Act of Commissioner of Justice (formerly act of bailiff)
- Registered letter with acknowledgement of receipt.
The lessor then has a delay of 15 days to indicate whether it intends to intervene in the sublease. If the lessor does not respond to the lessee, its agreement to the sublease is considered to be given and the sublease is considered to be regular.
When the sublease is regular, it exists 2 contracts :
- One commercial lease between the landlord and the principal tenant with a principal rent paid by the tenant
- One sublease between the principal tenant and the sub-tenant with sub-lease rent
Where the rent for the sublease is higher than the amount of the principal rent, the lessor may charge the principal tenant an equivalent rent increase.
In the event of disagreement on the amount of the rent increased, the lessor may bring the matter before the court of the place where the commercial premises are located.
Who shall I contact
The sub-lease agreement between the primary and sub-lessees generally contains the same terms and conditions as the main lease :
- Description of sub-leased premises
- Allocation of sub-leased premises (i.e. the activity carried out)
- Sublease Rent
- Burden sharing between tenant and sub-tenant
- Rules of liability of sub-lessee and lessee to lessor
- Duration of the sublease. In general, it does not exceed the time remaining for the main lease.
The sublease has different consequences for the lessor, the principal lessee, the sublessee:
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For the lessor
There is no contract between the lessor and the sub-lessee.
On the other hand, the lessor may claim from his principal tenant a rent increase where the rent for the sublease is higher than the rent for the main lease.
For the primary tenant
The principal tenant receives rent from his subtenant.
It must comply with the terms of the commercial lease agreement with the lessor. He must therefore pay the rent to the landlord. It is also liable to the lessor if the sub-lessee fails to comply with the terms of the lease. This is the case, for example, when the sub-tenant has damaged the premises: the lessor can ask the principal tenant for compensation.
Please note
Where the rent for the sublease is higher than the rent for the main lease, the landlord may charge the main tenant an additional rent.
For the sub-tenant
The sub-tenant must pay rent subletting to the principal tenant.
The sub-tenant shall enjoy the same rights than the principal tenant. The principal tenant cannot therefore grant the sub-tenant rights that he does not have:
- The sub-tenant must comply with the destination of premises established in the main lease contract (unless expressly authorized by the lessor).
- If the principal tenant wishes to terminate the commercial lease within a three-year period, the sub-lease also ends.
Please note
There is no contract between the lessor and the sub-lessee. However, if the landlord is not paid by the principal tenant, the landlord may ask the sub-tenant to pay the rent for the sub-lease.
Typically, the main lease and sublease end at the same time. The duration of the “sub-lease” cannot exceed the remaining time for the main lease.
The sub-lessee who operates a business in the leased premises can then apply for the renewal of his lease directly to the lessor: direct right to renewal.
This right to renewal is not automatic and requires a distinction to be made between partial and total subletting:
- In case of partial subleasing, the principal tenant operates a business on only a portion of the leased premises. On the other side, it's the sub-lessee who is operating a business. The place is therefore divisible.
- In case of total sublease, the principal tenant subleased the entire premises to the subtenant. He no longer personally exploits the goodwill.
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Partial subleasing
In the case of partial sub-leasing, the principal tenant operates a business on only a part of the leased premises.
Partial subletting implies that the places are divisible.
Example :
A restaurant owner subleases part of his business premises to a grocery store with the agreement of his landlord.
The principal tenant and the sub-tenant apply for renewal for the part of the premises in which they operate the goodwill:
- The principal tenant (restaurant owner) can then ask the lessor to renew his lease only for the restaurant
- The sub-tenant (the grocery store) may apply to the principal tenant or lessor for renewal of their lease if they meet the following conditions:
- The sub-lease is subject to the commercial lease status and the specific conditions of the right to renewal are met (obligation to be registered in the SCN, actual and personal use of the fund, etc.)
- The sublease was authorized by the lessor
- Premises subject to the main lease are divisible.
Total subleasing
The principal tenant loses the right to renewal of its commercial lease since it no longer exploits goodwill.
It is the sub-lessee who becomes the owner of the business and who benefits from the right to renewal. The sub-lessee must apply to the lessor for the renewal of the lease.
This right to renewal is possible when the following conditions are met:
- The sub-lease must be subject to the status of commercial leases and the specific conditions of the right to renewal are respected (obligation to be registered with the RCS, actual and personal use of the fund, etc.)
- The sublease must have been authorized by the lessor.