Commercial leases can be assigned
Yes, a commercial lease can be assigned to a third party. The Law of 30 April 1951 allows this, subject to the conditions in the lease (which may require the landlord’s consent). The assignee takes over all rights and obligations. The original tenant remains jointly liable unless expressly released. Assignment is typically linked to the sale of the business (fonds de commerce).
Assigning a commercial lease means transferring all the tenant’s rights and obligations under the lease to a new tenant (the assignee). This is different from subletting, where the original tenant retains their contractual relationship with the landlord.
Assignment is particularly important in the context of selling a business. The commercial lease is often the most valuable asset of a retail business, as the location determines the customer base. The law recognises this by allowing assignment, subject to certain conditions.
How to assign a commercial lease
| Step | Action | Details |
|---|---|---|
| 1 | Check the lease | Look for prohibition or consent clauses |
| 2 | Obtain consent (if required) | Written agreement from the landlord |
| 3 | Draft the assignment deed | Identify parties, property, conditions |
| 4 | Notify the landlord | Registered letter or bailiff’s writ |
| 5 | Register the assignment | With the FPS Finance |
| 6 | Transfer the deposit | Arrange transfer of the rental guarantee |
Key elements of the assignment deed:
- Identity of the assignor (original tenant) and assignee (new tenant)
- Reference to the original lease
- Effective date of the assignment
- Confirmation that the assignee accepts all lease terms
- Status of the rental deposit
- Whether the assignor is released from joint liability
When selling a business, the lease assignment is usually part of the overall sale agreement. Ensure the sale is conditional on successful lease assignment. If the landlord’s consent is required and refused, you may need to renegotiate or challenge the refusal before the justice of the peace.
Legal effects of assignment
Once the assignment is complete:
- The assignee becomes the tenant — they have all the rights and obligations of the original lease
- The original tenant remains jointly liable — for the full duration of the lease, unless the landlord expressly waives this
- The lease terms do not change — the assignee inherits the same rent, duration, and conditions
- Renewal rights transfer — the assignee can request renewal of the commercial lease
- The landlord cannot modify the terms — the assignment does not allow the landlord to renegotiate the lease
Joint liability means the landlord can claim unpaid rent from either the original tenant or the assignee. This is a significant risk for the assignor, which is why negotiating a release from liability is strongly recommended.
Regional specifics
Brussels-Capital Region
Commercial lease law is federal and applies uniformly. In Brussels, the high value of commercial locations makes lease assignment a frequent operation. Brussels courts strictly enforce consent clauses but also protect against unreasonable refusal of consent.
Walloon Region
The same federal law applies in Wallonia. Commercial lease assignments follow identical procedures. Walloon courts have emphasised that the landlord’s refusal of consent must be reasonably justified.
Flemish Region
Federal commercial lease law applies equally in Flanders. Flemish courts interpret assignment provisions consistently. The Flemish residential decree does not affect commercial leases.
Law of 30 April 1951 on commercial leases, art. 10 (assignment of commercial lease) — Text on Justel. Federal legislation, uniform across all regions.