Notice to terminate the lease of a shop or hospitality premises usually does not mean that you simply have to leave on the date stated. Business premises covered by Article 7:290 of the Dutch Civil Code (BW) are subject to special rules on lease terms and termination. If you do not consent, a court decision may be required.
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For a business owner, more is at stake than just a space. You may have invested in fittings, permits and a local customer base. So first check which lease regime applies, and only then whether the notice complies with it.
Are your premises 290 business premises
Shops and many hospitality businesses fall under the protected regime for retail business premises (middenstandsbedrijfsruimte). The agreed permitted use and the actual characteristics of the premises are important. Not every space that customers visit automatically falls under the same rules.
An office, storage warehouse or certain types of practice premises may instead fall under Article 7:230a of the Dutch Civil Code. That regime offers a different kind of protection. The Netherlands Enterprise Agency explains the types of business premises. If in doubt, the classification deserves attention before you respond to a request to leave.
Lease term and notice of termination
For 290 business premises, five years followed, as a rule, by a further five years is an important statutory starting point. Short-term agreements of no more than two years and other special arrangements require a separate assessment. The contract term on paper therefore does not always tell the whole story.
Check the start date, renewals, notice period and the form of the notice. Under this regime, a notice period of at least one year applies as a rule. The landlord must also state the grounds for the termination. Merely writing that there are “other plans” does not in itself make the termination legally valid.
On what ground does the landlord want to terminate
The statutory options depend partly on the lease period you are in. A shortfall in the way the business is run or urgent personal use may, for example, play a role. After certain periods have elapsed, a balancing of interests may also become relevant. The precise statutory ground must fit the facts.
Ask for the underlying information on the alleged use or project. Assess whether the reason is sufficiently specific and what consequences leaving would have for your business. Gather documents on investments, how dependent your turnover is on the location and the possibilities of continuing elsewhere.
Do you have to agree to the termination
No, not merely because the landlord has given notice. Under the protected regime, if you do not consent, the lease in principle continues until the court decides on termination in accordance with the applicable rules. Do not ignore documents you receive and make your position clear.
An exit arrangement by mutual agreement can, however, be practical. In that case, record the end date, compensation, inventory, handover and security of payment. Also have it assessed whether you are giving up claims connected with the statutory termination route.
Avoid new breaches during the dispute
Continue to meet your ongoing obligations. A defence against termination that is strong on the merits can be undermined by new rent arrears or unauthorised subletting. Discuss financial problems in good time and put agreements in writing.
If you are having difficulty paying, read the existing article on rent arrears and termination of a business lease. For an office or warehouse, read eviction protection for 230a business premises.
The permitted use matters more than just what the premises are called
A shop, restaurant or café may fall under the regime of Article 7:290 of the Dutch Civil Code, but mixed concepts sometimes call for closer examination. Think of a combination of a showroom, storage and online sales. Which activities were agreed and how are the premises fitted out for the relevant use? The word “business premises” at the top of the contract alone does not give a definitive answer.
Gather the permitted-use clause, the floor plan, the correspondence from the start of the lease and any consent for a change of use. A later change in the way the business is run may raise new questions without automatically changing the entire lease regime. Have the classification established before you assume five plus five years or, on the contrary, only eviction protection. An incorrect classification may lead to an incorrect response to the notice.
Draw up a contract timeline before you assess the end date
Note the original start date, the first agreed term, renewals and later agreements. Also look up any earlier notices of termination or settlement agreements. Premises that have been in use for twelve years may have a different lease history from a single, unchanged twelve-year contract. That history may be important for the possible grounds for termination and the applicable period.
In the case of a short initial lease of no more than two years, check which agreements were made afterwards and how the use continued. Do not assume that a renewal automatically creates a completely new trial period. The government information on renting business premises describes the main regimes; the specific contract timeline then requires its own legal assessment.
Checking the form, notice period and reason for termination
Keep the complete letter, the envelope and any documents served by a bailiff. Check who is giving notice, on whose behalf, with effect from which date and which ground is stated. Statutory requirements apply to a notice under this regime; a short email with a desired departure date may not meet them.
A possible defect in form is no reason to put the letter aside. Seek an assessment in good time and make clear that you do not consent without an investigation. Keep responding to later court documents as well. A landlord may try to remedy a defect or start proceedings. Your strategy must therefore go further than simply pointing out that the first letter was carelessly drafted.
Reviewing the ground for termination on its merits
Where personal use or redevelopment is claimed, ask for a sufficiently specific explanation of the plan. What works or business operations are intended, when, and why is termination necessary? If the complaint concerns the way you run your business, the alleged shortcomings and any earlier warnings are what matter. A general reference to “future plans” or “problems” offers little to go on.
The statutory assessment depends partly on the lease period and the ground put forward. So set out your defence point by point on paper. Are you disputing that the plan exists, that termination is necessary for it or that your interests have been sufficiently taken into account? A clear defence links facts and evidence to the legal question that the court actually has to answer.
Support your interest in continuing with business data
Describe why the location is important to your business. Think of local customers, necessary fittings, accessibility and the alternatives available. Use up-to-date figures and quotations where possible. A general appeal to “goodwill” says less than an explanation of your specific dependence on this location.
Show which investments were made with consent and for how long they will continue to have economic value. Do not enclose your entire accounts without making a selection. Choose documents that support the relevant interest and have confidential business data handled in a targeted way. A judicial balancing of interests requires a factual picture, not a guaranteed reimbursement of every amount ever invested in the premises.
Do not take compensation and exit arrangements for granted
Depending on the ground for termination and the applicable rules, a relocation allowance or other financial claim may be at issue. A negotiated exit payment is a separate agreement again. Have it determined which rights you may have before you accept a final settlement. There is no universal amount for every shop or hospitality business.
In an amicable settlement, also discuss the inventory, removal of installations, stock, handover and security of payment. Compensation may be of little help if the departure date is not feasible for your business. Record which costs and claims are included and what will still be settled separately. Also make clear who must arrange any permits or connections at another location.
Keep meeting your contractual obligations during your defence
A dispute about termination does not in itself remove the obligation to pay rent, to use the premises in accordance with the permitted use and to allow reasonable access for maintenance. New breaches can change the dispute. So keep a clear record of payments and agreements and report practical problems in good time.
Also check any obligation to keep the business open before you close as a precaution or relocate your activities. A temporary move or subletting may require consent. Ask an adviser how to protect the continuity of your business without unintentionally weakening your contractual position. If you are under financial pressure, rent arrears and termination of a business lease provides further explanation.
Example of an initial response to the notice
A response might read: “I have received your notice of termination dated [date]. At this stage, I do not consent to the termination of the lease. I would like to receive further substantiation of [ground stated] and the documents relating to [specific plan or complaint]. I am having the agreement, the time limits and the ground for termination assessed and remain willing to discuss a workable solution.”
This sample text does not replace any step in legal proceedings and must fit your case. Have it checked whether a further response or proceedings are necessary. Keep all original documents and draw up an overview of your desired outcome: keeping the location, more time or a suitable exit arrangement. That goal partly determines which negotiations and legal steps make sense.
Frequently asked questions about termination of a retail lease
Is five plus five years always mandatory
It is an important starting point, but special short-term contracts and valid deviations may call for a different assessment.
Do I have to leave if the owner wants to run the business himself
Not automatically. The ground for termination put forward must meet the statutory requirements and, if necessary, be assessed by the court.
Can I receive compensation
That depends on the ground, the circumstances and any negotiations. There is no standard amount for every termination.
May I continue my business during the proceedings
Assess your current position under the lease and any court decisions. Do not rely solely on the end date stated by the landlord.
Can an email be enough to terminate the lease of my shop
Statutory requirements as to form and content apply to a notice terminating the lease of protected business premises. Have the specific notice assessed in the light of your contract. Even if you believe the form is incorrect, you must take later letters and court documents seriously and respond in good time.
Is a showroom always a shop under Article 7:290 BW
No. The agreed permitted use and the relevant characteristics of the use are decisive. A showroom combined with storage, services or online sales may raise questions of classification. Have the regime established before you assume the protection that applies to ordinary retail premises.
Can I stop trading already during the proceedings
First check whether the contract contains an obligation to keep the business open or other agreements on use. A dispute about termination does not automatically cancel these. Discuss necessary changes in advance and record any consent, so that your defence is not complicated by a new contractual dispute.
Should I accept an exit payment to avoid costs
That is a business and legal judgement, not an automatic obligation. Compare your position under the lease, the litigation risk, the costs and the alternatives with the full settlement. Besides the amount, also look at the feasibility of relocating, the handover, security of payment and the claims you are giving up.
Protecting the continuity of your business
Send the notice of termination, the agreement and any renewal arrangements to Arslan Advocaten. A timely assessment makes clear whether a defence, negotiation or another solution is appropriate.
