Commercial rent review during a change of ownership: rights, procedures and impact on the lease
The change of ownership of commercial premises is an event that can have significant consequences on the current rental relationship. Among the questions that arise during this transition, that of the rrent review occupies a central place. Indeed, the new owner may wish to reassess the amount of the rent to adjust it to the current conditions of the real estate market. However, this approach is governed by precise legal rules and requires a rigorous and documented approach to be carried out successfully, while preserving the balance of the commercial lease in progress.
First of all, it is important to remember that The commercial lease is a contract which binds the owner of the premises and the tenant who carries out his professional activity there.. When the property is sold, this contract is automatically transferred to the new owner, who replaces the former owner in the rights and obligations arising from it. This principle of continuity of the commercial lease ensures a certain stability for the tenant company, but does not prevent the new owner to assert his rights in matters of rent review.
To initiate a rent review procedure, the new owner must rely on objective and verifiable elements. The key step in this process is often the completion of a real estate appraisal by a qualified professional. This appraisal will allow for a precise assessment of the characteristics of the premises, its geographical location, and its rental value in relation to the prices charged for similar properties in the sector. It will also take into account the specificities of the activity carried out by the tenant, which may influence the value of the property. This document will serve as an objective basis for justifying a request for a rent review and initiating a dialogue with the tenant.
From a legal perspective, the revision of commercial rent is governed by the articles L.145-33 et seq. of the Commercial Code. These provisions provide for several situations that may give rise to a right to a reassessment, such as the legal removal of the ceiling after a period of twelve years of lease, a significant change in the characteristics of the premises, or a significant change in the rental value in the geographical area concerned. However, the new owner will also have to deal with the mechanism of capping commercial rents, which limits the increase that can be applied at each renewal of the lease, except in cases where a removal of the ceiling is legally possible.
Beyond the technical and legal aspects, the revision of the commercial rent is also a question of dialogue and negotiation between the owner and the tenant. It is essential to approach this process methodically and in a constructive spirit. This involves clear communication from the acquisition of the property, the presentation of objective elements justifying the request for revision, and the proposal of a reasonable timetable for the implementation of any changes. The new owner has every interest in favoring a concerted approach and seeking an amicable agreement with the tenant, before considering any contentious procedure.
If negotiations fail, several remedies are possible to try to resolve the situation. The owner can refer the matter to the departmental conciliation commission, initiate a legal proceedings before the court competent, or even propose commercial mediation. Whatever the chosen path, it is crucial to build a solid and well-reasoned case, and scrupulously respect deadlines and the formalities provided for by law.
The revision of the rent during a change of owner also has direct consequences on the current commercial lease. If successful, it will result in a change in the financial terms of the contract, with an increase in the amount of the rent and, where applicable, the charges. This change may be an opportunity to renegotiate certain clauses of the lease, or even to overhaul it as a whole. However, in the event of persistent disagreement, the risk of termination of the lease cannot be completely ruled out, with the consequences that this implies for both parties.
The revision of commercial rent during a change of ownership is both a technical and strategic operation, which requires excellent knowledge of legal rules and a pragmatic and constructive approach.
Conducted with rigor and in a spirit of dialogue, it can allow the financial conditions of the lease to be adjusted to market realities, while preserving the sustainability of the rental relationship. To secure this approach and optimize its chances of success, the use of specialized professionals, such as a legal counsel real estate and a commercial property valuation expert, is often a wise investment. Their expertise will help to find a balance between the legitimate interests of the new owner and the necessary stability of the commercial lease for the tenant company.