Major maintenance
Paid by the landlord, unless otherwise agreed within the limits allowed.
Property · Non-residential use
The commercial lease in Italy
The contract for a shop is not the one for a home: it lasts six years plus six, the tenant has a right of pre-emption and, at the end, compensation for lost goodwill. These are strong protections, and anyone letting a property needs to know them before signing.
01 · The 6+6
The legal term of a commercial lease
A lease of property for non-residential use has a minimum term set by law, which the parties cannot shorten. Renewal at the first expiry is automatic, unless the landlord refuses with reasons in the cases provided for.
| Element | Rule |
|---|---|
| Ordinary minimum term | Six years, plus six of automatic renewal |
| Hotel businesses | Nine years, plus nine |
| Renewal at the first expiry | Automatic, unless refused in the cases strictly listed by law |
| Notice by the tenant | At expiry, with the notice period in the contract |
| Early termination by the tenant | For serious reasons, at any time, with six months' notice |
| Temporary contracts | Allowed only for objectively temporary needs, with documents to prove them |
Refusing renewal at the first expiry is possible only in the cases strictly listed by law (use of the property for the landlord's own purposes, renovation, demolition) and must be communicated with notice and reasons. A generic refusal, or one without reasons, has no effect, and the contract continues for another six years.
02 · The protections
The right of pre-emption and goodwill compensation
These are the tenant's two strongest protections, and they apply only to businesses that involve direct contact with the public as users and consumers.
- Pre-emption on a sale: if the landlord wants to sell the property, they must first offer it to the tenant on the same terms.
- Pre-emption on a new lease: at expiry, if the landlord intends to let to someone else, they must give preference to the outgoing tenant.
- The offer must be communicated by formally served notice, stating the price and the terms.
- If the landlord fails to communicate it, the tenant can buy the property back from the purchaser, within the set time limits.
- Goodwill compensation is due when the lease ends for reasons other than the tenant's breach or withdrawal, equal to a number of monthly rents set by law.
- The compensation is doubled if the property is then used for the same business or a similar one.
Who is entitled and who is not
The dividing line is contact with the public.
- Shops, bars, restaurants, hairdressers: yes
- Offices and professional practices: no
- Warehouses and storage with no public access: no
- Industrial and craft businesses with no direct sales: no
03 · Tax
Registration and taxes
The tax treatment depends on who the landlord is and which option they choose.
- The annual registration tax must be paid on time, with the F24 Elide form (a version of the F24, the Italian tax payment form).
- You can pay the tax for the whole term in a single payment, with a discount.
- Extensions, assignments and terminations must be reported to the Agenzia delle Entrate (the Italian Revenue Agency) on the set forms.
- The security deposit is not taxable, but statutory interest on it is owed to the tenant.
- TARI (the municipal waste tax) is paid by whoever occupies the property.
Registration
Compulsory within thirty days, with a proportional registration tax on the annual rent, which can be split between the parties.
Private landlord
The rent counts towards total income, with the set flat-rate deduction from income, unless the cedolare secca is chosen where allowed.
Landlord registered for VAT
The lease is normally exempt, with the option to make it taxable in the cases provided for.
The cedolare secca
The cedolare secca (the flat-rate tax on rental income) is allowed in limited cases, for properties of a set category and floor area, let to VAT-registered tenants. See cedolare secca.
04 · The transfer
Assigning the lease or the business
This is an important feature: in a commercial lease the tenant can assign the contract together with the business without the landlord's consent.
- Selling or leasing the business means the buyer takes over the lease, after notice to the landlord.
- The landlord can object only for serious reasons, within the set time limit.
- The outgoing tenant remains liable as surety for the new tenant's performance, unless expressly released.
- Partial subletting follows its own rules and must be checked against the contract clauses.
- The takeover must be reported to the Agenzia delle Entrate on the set form.
- When a business is sold, the value of a well-placed lease is often a significant part of the price.
The possibility of assigning the contract with the business without consent is what makes a commercial lease an asset: whoever sells an established shop is also selling the right to stay in those premises on those terms. That is why rents locked in for years have a market value of their own.
05 · Who does what
Maintenance, costs and formalities
The split between landlord and tenant follows the general rules on leases, but in a commercial lease the contract has more room for tailoring.
Routine maintenance
Paid by the tenant, along with small repairs due to use.
Condominium charges
Split according to the general rules, with the tenant bearing the ordinary running costs.
Regulatory upgrades
Systems, safety, accessibility: who pays must be set out in the contract, because it is a frequent source of conflict.
Improvements and additions
These need to be regulated: without an agreement, the statutory rules can lead to outcomes neither side wants.
Insurance
It is good practice to set out each party's cover, with limits and conditions.
06 · The remedies
Arrears and termination
In a lease for non-residential use the more favourable rules that apply to homes do not operate: the tenant's protections are different, and recovery follows the general rules.
- Arrears justify termination under the general rules on breach of contract, depending on how serious they are.
- An express termination clause in the contract makes the remedy quicker.
- Eviction for arrears follows the special procedure, with the time that involves.
- The security deposit only partly covers the risk, and it is worth considering a bank surety.
- Goodwill compensation is not due when the lease ends because of the tenant's breach.
- Mediation is a mandatory step before court proceedings in lease disputes.
An on-demand bank surety is the security that really makes a difference in a commercial lease. The deposit covers a few months' rent; given how long eviction proceedings actually take, the landlord's exposure is much larger.
Frequently asked
The questions that keep coming up
Can I make a contract shorter than six years?
No, the minimum term cannot be waived for non-residential leases: a shorter term is automatically replaced by the legal one.
Temporary contracts are allowed only for objectively temporary needs of one of the parties, which must be stated and documented. They are not a shortcut round the minimum term.
Do I have to pay goodwill compensation to an office too?
No. Compensation is due only for businesses that involve direct contact with the public as users and consumers: shops, bars, restaurants, retail outlets.
Professional practices and offices with no public access are excluded, as are storage premises and warehouses. It is the same distinction that governs the right of pre-emption.
My tenant wants to sell the shop. Can I object?
Only for serious reasons, and within the set time limits. In a commercial lease the tenant can assign the contract together with the business without your consent, as long as you are notified.
The outgoing tenant does, however, remain surety for the new tenant's performance, unless you expressly release them. This is a point where it pays not to rush.
Can I apply the cedolare secca?
Only in limited cases: the cedolare secca for commercial leases is allowed for properties in a set cadastral category and within a floor area limit, let to VAT-registered tenants.
Outside those cases the rent counts towards total income, with the set flat-rate deduction from income. Whether it is worthwhile has to be worked out on the figures of each situation.
Let's talk
Whether the business deals with the public or not is worth thousands of euros
It decides the goodwill compensation and the right of pre-emption. Look at it at the start, not when notice is given.