As an entrepreneur you can rent business space in the Netherlands. But what happens if you want to transfer your company, for example by selling or terminating your company? In that case, substitution can be a solution.
The tenancy law lawyers of Arslan Advocaten explain what substitution entails, how it legally works and when a judge can grant this.
What is substitution?
Substitution means that the tenant of a commercial space transfers his rental rights to someone else. The new tenant (for example the buyer of your company) will then take your place and continue the lease under the same conditions.
This arrangement only applies to business premises within the meaning of Article 7:290 of the Dutch Civil Code, such as:
shops
catering (cafes, restaurants)
craft businesses
Not for other types of business premises (such as offices or storage spaces).
When is substitution possible?
The law offers the possibility of substitution if:
The tenant transfers his business (for example through sale).
The new tenant is willing and able to take over the obligations under the lease.
The landlord has no serious objections against the new tenant.
If the landlord does not cooperate voluntarily, the tenant can ask the judge for permission.
Procedure in court
The substitution procedure takes place via the subdistrict court:
You submit a petition.
You must demonstrate that you are transferring the company.
The judge assesses whether the new tenant is suitable and whether the landlord has no compelling interests to refuse.
If the property is assigned, the new tenant will be put in your place.
Why is substitution important?
Value of your company
The value of a company often lies in its location (for example a café or shop in a prime location). Without substitution, the sale may be more difficult or less lucrative.Continuity for the buyer
The buyer of your company can immediately continue with the same business premises and customer base.Tenant protection
The law offers the tenant an opportunity to enforce substitution, even if the landlord is obstructive.
Examples from the practice
Restaurant in Amsterdam: the owner wanted to sell his business, but the landlord did not want to accept a new tenant. The judge replaced the buyer anyway.
Clothing store in Utrecht: the landlord refused substitution because the new tenant had insufficient financial resources. The judge ruled in favor of the landlord.
Café in The Hague: upon transfer to a family member, the judge granted substitution, because continuity was guaranteed.
Checklist for entrepreneurs in case of substitution
📑 Ensure a clear purchase agreement for your company.
💶 Check whether the new tenant is financially reliable.
📝 Record agreements with the landlord in writing.
⚖️ Start a procedure in a timely manner if the landlord refuses.
👨⚖️ Be assisted by a tenancy lawyer.
Frequently asked questions (FAQ)
1. Does substitution also apply to offices?
No, only for commercial space such as shops and catering establishments (7:290 BW).
2. Must the landlord agree to substitution?
Not always. If he refuses, you can go to court.
3. What if the new tenant is financially weak?
The landlord can then cite this as a serious objection and the judge can refuse substitution.
4. How long does court proceedings take?
On average, several months, depending on how busy the court is.
Conclusion
Substitution is a powerful way to retain the value of your company in the event of sale or transfer. If the landlord is obstructive, you can still force the new tenant to take your place through the courts.
The tenancy law lawyers of Arslan Advocaten have extensive experience with substitution and help entrepreneurs in preparing and conducting procedures.