Your landlord decides to sell the premises. You read with some concern the notarial deed in which the new owner reserves the right to have you leave. What are your rights? And what are the obligations of both the former and the new owner?
The basic principle: the commercial lease follows the property
Contrary to what some landlords like to suggest, your commercial lease does not automatically end when the premises are sold. The purchaser steps into the rights and obligations of the seller-landlord and must respect your lease.
This principle is firmly established in the Commercial Lease Act. The landlord even has a legal duty to inform the purchaser of the existence of the lease and to require compliance with it. This obligation applies even where the lease has no certified date (date certaine).
The conditions for eviction after sale: article 12 of the Commercial Lease Act
Under article 12 of the Commercial Lease Act, the new owner can only evict you if all of the following conditions are cumulatively met:
1. An eviction clause in the lease. The lease must expressly provide for the possibility of early eviction in the event of sale. Without such a clause, the new owner cannot make you leave before the end of the lease.
2. One of the grounds under article 16, 1° to 4°:
Personal and effective use (by the new owner himself or his family)
A new destination excluding any commercial activity
Reconstruction of the premises
Serious breaches by the tenant
Other grounds (such as a higher offer from a third party, ground 5°) are not sufficient for eviction after sale.
3. Strict deadlines. The notice must:
Be given one year in advance (the tenant thus has at least one year to relocate the business)
Be given within three months of acquisition (the new owner must decide quickly)
Clearly state the ground
4. Certified date of the lease. If your lease has a certified date (for example through registration), it is enforceable against the purchaser. If it has no certified date but you have already been using the premises for more than six months, the protection of article 12 also applies.
What if the lease has no certified date and you have been in the premises for less than six months?
Then you are in a much weaker position. The lease is in principle not enforceable against the purchaser. For the purchaser, you are then an occupant without right or title who can be evicted without notice period or compensation — the purchaser does not have to take your lease into account.
This highlights the importance of registering your lease with the competent Legal Certainty office (Bureau Sécurité Juridique / kantoor Rechtszekerheid) or digitally via MyMinfin. Registration gives your agreement a certified date and thus provides you with full protection in the event of a sale.
The eviction clause: not automatically valid
An eviction clause in the lease must meet strict conditions in order to be valid. The justice of the peace of Antwerp ruled in 2024 that an eviction clause for the benefit of the purchaser must expressly mention the conditions of article 16, 1° to 4° (JP Antwerp, 7 October 2024). A vague or incomplete clause is invalid.
In concrete terms: a clause that merely states "the tenant can be evicted upon sale" is not sufficient. The clause must list the four specific grounds under article 16 on which the new owner can rely.
Eviction compensation in case of unjustified eviction
If the new owner evicts you without complying with the conditions of article 12, or if he does not actually realise the invoked ground, you are entitled to eviction compensation as provided in article 25 of the Commercial Lease Act — minimum three years' rent, possibly increased by additional damages.
The Constitutional Court confirmed in 2020 that the one-year limitation period for claiming the eviction compensation also applies vis-à-vis the purchaser who evicts the commercial tenant.
In addition, you may in some cases also bring a recourse action against the original landlord-seller, in particular where the latter breached his duty to inform and to have the lease respected upon the sale.
Respect clause versus eviction clause
The notarial deed of sale may contain two types of clauses that affect your situation:
The respect clause ("eerbiedigingsbeding") obliges the purchaser to respect the lease, regardless of whether it has a certified date. This clause is favourable to you — the purchaser cannot evict you on the basis of the absence of a certified date.
The eviction clause gives the purchaser the right to evict you under the conditions of article 12 — but only if the lease itself also contains such a clause.
A Cassation ruling of 26 June 2023 (AR C.22.0480.F) added an important nuance. Where the deed of sale provides that the purchaser steps into the rights and obligations of the landlord, and it also mentions the commercial lease, the purchaser cannot deny the existence of that commercial lease.
What about the original lease and its renewal?
An important pitfall: if, after the expiry of your original commercial lease, you continue to occupy the premises without a formal renewal, a new lease of indefinite duration arises. The Court of Cassation clarified in 2023 (Cass. 26 June 2023) that the pre-emptive right from the original agreement does not automatically transfer to this new agreement.
In practice: ensure your renewals are carried out on time and formally. A tacit extension protects you less than a valid renewal in accordance with the procedure of articles 13-14 of the Commercial Lease Act.
Practical recommendations for the tenant
When signing the lease:
Have the agreement registered at the Legal Certainty office. This is a legal obligation and gives you a certified date.
If possible, negotiate a respect clause: a clause in which the landlord undertakes, in the event of sale, to have a respect clause included in the notarial deed.
Consider requesting a right of pre-emption or preferential right: in the event of sale, you then have the right to make the first offer.
When a sale is announced:
Ask the landlord who the prospective purchaser is and which clauses will be included in the preliminary agreement.
Document your presence in the premises: energy supplier invoices, registration as a trader at the address, and so on.
Keep your rent payments perfectly up to date — arrears may give grounds for eviction under article 16, 4° (serious breaches).
After the sale:
Obtain the name and address of the new owner.
Keep the deed of sale and notarial copies — these documents may be crucial in later disputes.
In case of notice from the new owner: have its validity legally reviewed before agreeing to leave.
Reius Attorneys in this area
Reius assists both tenants, landlords and purchasers in files concerning the sale of leased commercial premises:
For tenants: advice when signing the lease, assessment of eviction clauses, defence against unjustified notice.
For sellers-landlords: correct compliance with the duty to inform upon sale, drafting of clauses in the preliminary agreement.
For purchasers: assessment of existing leases prior to purchase, strategy for possible eviction after acquisition.
Would you like a complete overview of your position as a commercial tenant or landlord? Read our guide on the rights and obligations under a commercial lease.