Commercial tenancy law
We advise businesses on Swiss tenancy law concerning offices, shops, workshops and storage space. We review commercial leases and support rent matters, tenant fit-outs, defects and termination with regard to your location planning.
Commercial lease and business purpose
Commercial premises are governed particularly by Art. 253 et seq. OR. Permitted use, tenancy commencement and handover condition should be clearly defined. A contractually permitted business purpose does not automatically mean all official permits have been obtained.
Rent, ancillary costs, turnover or index clauses and security require commercial and legal review. Unlike residential premises, commercial security is not subject to the statutory three-month rent cap. Bank guarantees and other security forms require careful drafting.
Fit-out, maintenance and use
Tenant fit-outs generally require the landlord's written consent. Ownership of installations, maintenance, reinstatement and possible compensation at contract end should be expressly coordinated. Construction costs and permit risks may have significant operational consequences.
Defects may give rise to rectification, rent reduction or compensation under the respective conditions. Unilaterally withholding rent is risky. Subletting and transferring a tenancy follow different rules; consent must not be assumed in every situation.
Duration, termination and relocation
Fixed terms, renewal options and termination rights determine location planning. Option deadlines should be monitored internally; late exercise may have serious commercial consequences. Indefinite commercial leases require observance of contractual and statutory termination rules.
Special formal requirements apply to landlord termination of commercial premises. Challenges and extensions may be possible under certain conditions. The statutory maximum extension for commercial premises is six years; it is not granted automatically. Return and relocation should be prepared early.
Frequently asked questions
Is a commercial deposit limited to three months' rent?
No. The statutory three-month limit applies to residential premises. Higher security may be agreed for commercial premises. Form, deposit and release conditions must be reviewed according to the type of security.
May we alter commercial premises without consent?
Tenants may generally make renovations and alterations only with the landlord's written consent. Official permits may additionally be required. Particularly agree maintenance, reinstatement and treatment of remaining added value.
Can we transfer the lease when selling the business?
For commercial premises, the OR permits transfer with the landlord's written consent, which may be refused only for good cause. The transferring party may retain joint and several liability for a limited period. A business sale does not always automatically transfer the lease.
How long can a commercial tenancy be extended?
Under statutory conditions, extension for up to six years in total is possible. Hardship for the business and the landlord's interests are decisive. The maximum is not a guarantee; certain termination grounds exclude extension.
What should we consider when the landlord gives notice?
Review the form, receipt date, deadlines and termination reason immediately. For indefinite tenancies, a challenge and extension request generally must be submitted to the conciliation authority within 30 days of receipt. Special situations require separate review.
Can we request a rent reduction when the reference rate falls?
This depends on the agreed rent structure. Special conditions apply to indexed or turnover-based commercial rents. For other tenancies, additional calculation factors and previous adjustments must be considered alongside the reference rate.
Complex questions from practice
How do we secure a renewal option when future commercial rent is unclear?
A binding renewal option must be distinguished from a mere promise of later negotiations. Wording, exercise deadline and determinability of future rent are decisive. An unclear price provision may become particularly problematic where investments depend on continued tenancy.
Review the clause early and document negotiations to clarify it. Exercise any existing option in time and in a verifiable way. Clarifying rent must not cause the exercise deadline to be overlooked.
Who bears the risk if the intended use of commercial premises is not approved by authorities?
A business purpose stated in a lease is not equivalent to official approval. Assurances, risk allocation and responsibility for the procedure are decisive. Without clear provisions, costs and contractual obligations may arise despite failed intended use.
Clarify required permits and suitability of the premises before signing. Conditions precedent or agreed withdrawal rights may limit risks. Also establish how payments already made and fit-out costs are treated if approval is not granted.
When is compensation owed on departure for value-enhancing tenant fit-outs?
Consent to a fit-out does not automatically imply reimbursement of all costs. Written consent, substantial remaining added value and agreed compensation rules are particularly relevant. Reinstatement duties and depreciation may also affect the outcome.
Preserve approval, invoices, plans and contractual provisions before fitting out. On departure, document condition and assess remaining value transparently. Construction cost, personal benefit and legally relevant added value are not necessarily identical.
What consequences does corporate restructuring have for the commercial lease and existing liability?
A share sale, asset transfer and lease transfer have different legal consequences. Change-of-control clauses and statutory transfer rules may affect consent requirements and liability. The previous tenant is not automatically released from obligations after every change.
Review the specific transaction form together with the lease. Required consent and release of previous obligors should be expressly clarified. Corporate completion and use of commercial premises can then be coordinated.