Commercial lease in the Netherlands: the ROZ model and your protection

Almost every commercial lease in the Netherlands is based on a model of the Real Estate Council (Raad voor Onroerende Zaken, ROZ): a short contract with extensive general provisions drafted from the landlord’s perspective. Much of it is negotiable, and how much protection you have depends on whether your premises fall under Article 7:290 of the Dutch Civil Code (BW) for retail and hospitality, or the much weaker Article 7:230a BW for offices and other business space.

Below we explain which statutory regime applies, what protection each gives, and which clauses in the ROZ model you should always negotiate.

Which statutory regime applies to your premises?

The actual use decides, not the title on the contract. Retail and hospitality premises fall under the protected regime of Article 7:290 BW; offices, laboratories, production halls and warehouses fall under Article 7:230a BW.

Retail and hospitality premises: Article 7:290 BW

Article 7:290 BW covers built premises let for a retail business, a restaurant or café, a takeaway or delivery business, a craft business (ambachtsbedrijf), a hotel or a campsite, with a space accessible to the public for the direct supply of goods or services. A showroom open by appointment only, a head office or a dispatch warehouse will not qualify; a flagship store or a hotel will.

Offices, industrial space and everything else: Article 7:230a BW

All other built premises let for business use fall under Article 7:230a BW: offices, laboratories, cleanrooms, production halls, distribution centres and storage. Most international technology and logistics companies in the Eindhoven and Brainport region are 230a tenants.

What about mixed use?

Where a building combines both, such as a production hall with a factory outlet, the regime depends on which use predominates in practice. In HR 6 March 2026, ECLI:NL:HR:2026:356, the Supreme Court (Hoge Raad) quashed a ruling that had classified a caterer’s shop as 230a space, because the court of appeal had not examined whether the catering activity itself was a craft business under Article 7:290 BW, nor whether the parties had agreed to apply the 290 rules.

Article 7:301 BW deals with a different point: a lease of 290 premises for two years or less falls outside most protective rules. If the tenant stays on after those two years, the protection applies after all.

How do the two regimes compare?

For a 290 tenant the law protects the tenancy itself; for a 230a tenant it only postpones eviction.

What protection does a 290 tenant have?

A lease of 290 premises runs for at least five years and is then extended by law to ten (Article 7:292 BW). A shorter agreed term is corrected to five years, unless the lease is genuinely for two years or less.

The landlord must give at least one year’s notice by bailiff’s writ or registered letter, stating the grounds. Notice alone ends nothing: unless the tenant agrees in writing, the lease continues until the subdistrict court (kantonrechter) has set an end date (Article 7:295 BW), and the tenant stays and pays rent in the meantime.

At the end of the first five years the landlord can only rely on two grounds in Article 7:296 BW: the tenant has not behaved as a good tenant, or the landlord urgently needs the premises for its own use, including renovation. After ten years the court also weighs both parties’ interests more generally. On urgent own use, the court can award the tenant a contribution to relocation and fit-out costs (Article 7:297 BW).

What protection does a 230a tenant have?

Very little. A 230a lease ends when the contract says it ends, without statutory grounds or court approval. Once the landlord demands eviction, the tenant may apply to the subdistrict court within two months to extend the period for vacating, by up to one year at a time and three years in total (Article 7:230a BW).

That is breathing space, not a tenancy: there is no right to a new lease. Investment in fit-out or cleanrooms is therefore only protected if you secure it in the contract, through the term, extension options and break rights.

What is the ROZ model, and why does the edition matter?

The ROZ is an umbrella body of property owners, investors and agents, and its model leases are the market standard; no statute requires them. There are separate models for retail and hospitality space (Article 7:290 BW), last renewed in December 2022, and for offices and other business space (Article 7:230a BW), widely used in the 2015 edition.

Successive editions differ materially, often shifting more maintenance, risk and cost to the tenant, and the general provisions only fit the model of the same year. Check that the year named in the lease matches the general provisions actually attached, and put your amendments in the lease or an annex that expressly prevails over them.

Which clauses should you always negotiate?

The lease itself is short; almost everything that costs money sits in the general provisions. As an international tenant, focus on the clauses below.

Floor area and measurement

The general provisions usually state that the floor area is indicative and that a deviation gives no right to a rent adjustment. Ask for measurement under the NEN 2580 standard, obtain the certificate before signing and agree a rent adjustment beyond an agreed tolerance.

Delivery condition and return

Without a delivery report, Article 7:224 BW presumes that you received the premises in good condition, which is hard to disprove years later. Insist on a dated report with photographs, signed by both parties, and define the return standard by reference to it.

Maintenance

By law the landlord repairs defects and the tenant only carries out minor day-to-day repairs (Articles 7:206 and 7:217 BW). The ROZ general provisions shift installations, heating and cooling, servicing, glass and interior finishes to the tenant, a substantial recurring cost for a laboratory or cleanroom. Negotiate a demarcation list, a cap on replacements and confirmation that replacing installations stays with the landlord.

Bank guarantee

Security is usually an unconditional bank guarantee payable on first demand; the ROZ models assume three months’ rent including service charges and VAT, and landlords often ask more from a new Dutch subsidiary. Cap the amount, agree a reduction after a period of timely payment, and resist a parent company guarantee on top.

Rent indexation

The rent is indexed annually to the consumer price index of Statistics Netherlands (CBS), usually with a floor at last year’s rent. Negotiate a cap or an indexation holiday in the first years; for 230a premises any rent reset on extension must be agreed in the contract.

Service charges

The model works with monthly advance payments, an annual statement and an administration fee. Ask for a closed list of services, a deadline for the annual statement, an audit right and exclusion of capital expenditure and of costs for vacant units.

Permitted use, subletting and change of control

The 290 model obliges the tenant to keep the business open during customary hours, on pain of a penalty, which limits restructuring or closure. The general provisions also prohibit subletting and assignment without consent, and landlords increasingly add change-of-control clauses. Negotiate a wide use clause and an exception for group companies; a 290 tenant also has the fallback of Article 7:307 BW, under which the court can substitute a buyer of the business as tenant.

Fit-out and removal

Alterations require prior written consent, and the general provisions usually require removal and restoration at the end. For a laboratory, kitchen or specialised production space that is expensive, so obtain consent for the fit-out and agree in the same document which elements may remain.

Penalties, set-off and suspension

The general provisions impose immediately payable penalties without proof of loss, usually on top of damages, and exclude set-off and suspension of rent. A court can reduce a penalty under Article 6:94 BW, but that means litigation. Negotiate lower amounts, a notice and cure period, no cumulation with damages, and an exception allowing set-off of undisputed claims.

When do deviating clauses need court approval?

For 290 premises, clauses that depart from the protective rules to the tenant’s detriment need the approval of the subdistrict court (Article 7:291 BW). The court approves if the clause does not materially affect the tenant’s statutory rights, or if the tenant’s position means it does not need the protection.

Without approval, the tenant can annul the clause years later, sometimes precisely the clause the landlord relies on to end the lease. Apply jointly, before or shortly after signing; for 230a premises no approval is needed.

Can the rent be reviewed after five years?

For 290 premises, yes. Under Article 7:303 BW either party can ask the court to set a new rent after the agreed term and, in any event, every five years since the rent was last set, based on the average rent of comparable premises in the area over the previous five years.

Under Article 7:304 BW the claim is inadmissible without the advice of a jointly appointed or court-appointed expert, and the date of the request determines when the new rent takes effect. For 230a premises a rent review only exists if the lease provides for it.

How is the lease terminated?

For 290 premises the landlord gives at least one year’s notice by bailiff’s writ or registered letter, stating the grounds (Article 7:293 BW); errors of form are fatal. For 230a premises the contract sets the notice period and form, and a missed notice usually means automatic extension. If the tenant fails to perform, a lease of built premises can in principle only be dissolved by the court (Article 7:231 BW).

What happens on insolvency?

If the tenant is declared bankrupt, both the trustee and the landlord may terminate the lease with the agreed or customary notice period, but never more than three months (Article 39 of the Bankruptcy Act). A clause requiring compensation for lost rent over the remaining term cannot be invoked against the estate (HR 14 January 2011, ECLI:NL:HR:2011:BO3534, Aukema q.q./Uni-Invest), which is why the bank guarantee matters.

If the landlord becomes insolvent, the lease continues and passes to a buyer of the property (Article 7:226 BW). On a forced sale, however, the mortgage lender can with the court’s permission disregard a lease concluded without its consent (Article 3:264 BW), so ask whether the lender has consented.

What about VAT?

Letting with VAT is only possible if the tenant uses the premises wholly or almost wholly for activities that give a right to deduct input VAT (Article 11 of the Turnover Tax Act 1968). The Tax Administration (Belastingdienst) generally applies a 90 per cent threshold, 70 per cent for certain sectors, and the ROZ model makes the tenant compensate the landlord if the test is no longer met. Financial, insurance, healthcare and education businesses should check this before signing.

What should you check as a tenant?

• Whether your premises fall under Article 7:290 or 7:230a BW, based on the actual use.
• Which ROZ edition is named, and whether the attached general provisions match it.
• The maintenance demarcation for installations and the amount of the bank guarantee.
• Whether you can sublet or transfer to group companies without consent.
• Whether the property is mortgaged and the lender has consented to the lease.
• Whether your VAT position meets the 90 per cent test for letting with VAT.

What should you check as a landlord?

• Whether deviating clauses in a 290 lease have been approved by the subdistrict court under Article 7:291 BW.
• Whether the bank guarantee covers rent, service charges and VAT, and survives a bankruptcy termination.
• Whether your notice meets the form and the one-year period of Article 7:293 BW.
• Whether the service charge list and annual statement can withstand an audit.

What can we do for you with a commercial lease?

Our tenancy lawyers advise Dutch and international tenants and landlords on commercial leases:

• We establish whether your premises fall under Article 7:290 or 7:230a BW.
• We review the ROZ lease and general provisions and draft an annex with amendments.
• We prepare the joint application for approval of deviating clauses under Article 7:291 BW.
• We draft or assess a notice of termination and the claim to set an end date.
• We conduct rent review and eviction-extension proceedings before the subdistrict court.

Summary

• Whether your premises fall under Article 7:290 or 7:230a BW depends on the actual use, not on the contract’s title.
• A 290 tenant has strong protection: a five-plus-five-year term, limited termination grounds and statutory rent review.
• A 230a tenant can only postpone eviction, for up to three years in total; everything else must be agreed in the lease.
• The ROZ general provisions favour the landlord; negotiate maintenance, security, indexation, service charges, subletting, fit-out, penalties and set-off.
• Clauses departing from the 290 rules to the tenant’s detriment need court approval, or the tenant can annul them later.

Frequently asked questions