Substitution of Commercial Space in Zoetermeer - Taking Over Lease Agreement
Substitution (indeplaatsstelling) concerns the transfer of a lease agreement for commercial space to a new tenant. This often plays a role in the sale of a business or transfer to a successor in Zoetermeer.
What Does Substitution Entail?
Substitution means that a new tenant takes the place of the current tenant:
- The existing lease agreement remains in force
- Rights and obligations are transferred
- The landlord has a new tenant as contractual party
- The original tenant is released from obligations
Legal Basis for Substitution
For 290 commercial spaces (such as shops, hospitality, and craft businesses) in Zoetermeer, there is a statutory right to substitution under Article 7:307 of the Dutch Civil Code (BW). This applies in the following cases:
- Transfer of the enterprise operating in the leased space
- A justified interest of the tenant
- Appropriate guarantees for the landlord
Conditions for Approval
The court, such as the District Court of The Hague, assesses substitution based on specific criteria:
1. Transfer of the Enterprise
- There must be an actual business transfer
- It is not merely about the lease agreement
- Goodwill, inventory, and customer base are also transferred
2. Justified Interest of the Tenant
- Financial motives (e.g., business value)
- Personal reasons such as retirement or health issues
- Business considerations for the transfer
3. Guarantees for the Landlord
- Financial stability of the new tenant
- Relevant experience and expertise
- Continuity of business activities
Step-by-Step Plan for Substitution
- Submit request to landlord: In writing, including information about the successor
- Provide documentation: Business plan, financial figures, 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 judge in The Hague
- Court's decision: The court may grant permission for substitution
When Can a Landlord Refuse?
Valid reasons for refusal include, among others:
- Insufficient financial security of the successor
- Poor reputation or previous issues of the new tenant
- Plans for a different use of the space
- The landlord's own interests
Unfounded reasons (not acceptable):
- Aiming for a higher rent
- Personal disapproval without a business basis
- Intention to vacate the property
Costs and Contributions
A landlord may not demand compensation for consent, but may charge:
- Costs for checking the successor (within reasonable limits)
- Limited administrative costs
- Costs for drawing up a new lease agreement
Substitution versus Contract Takeover
| Characteristic | 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 (230a Commercial Space) in Zoetermeer
For offices and other commercial spaces, there is no statutory right to substitution:
- Landlord's approval is mandatory
- No possibility of court enforcement
- Contractual conditions prevail
Impact on the Original Tenant
In case of successful substitution:
- Full release from lease obligations
- No responsibility for future rent
- Existing debts must still be settled
Frequently Asked Questions about Substitution in Zoetermeer
Can I transfer my online shop via substitution?
Only if there is a physical location in Zoetermeer that qualifies as 290 commercial space. A fully online business does not qualify.
Is the successor obliged to continue the same business?
Generally yes. A significant change in use may lead to refusal by the landlord.
What if the landlord does not respond?
Send a reminder with a clear deadline. If no response is forthcoming, you can submit the matter to the court via the District Court of The Hague.
Substitution offers entrepreneurs in Zoetermeer the opportunity to transfer their business. Ensure thorough preparation and substantiate the suitability of the new tenant. For legal advice, you can contact the Juridisch Loket Zoetermeer.