How to negotiate a commercial lease during a takeover?
Introduction
The commercial lease is a central element in a business takeover. For a restaurant, a retail shop or a workshop, the premises often represent much more than just a space: they embody the identity of the business and determine its future profitability.
Yet this dimension is regularly underestimated by buyers. Many focus on business valuation, stock or customer contracts, and discover too late that the commercial lease contains restrictive clauses or that negotiation with the landlord is necessary.
In Switzerland, the transfer of a lease is not automatic. It requires the owner's agreement and can take several forms: assignment of the existing lease, signing a new contract or subletting. Each scenario has its legal and financial implications.
This guide takes you step by step through evaluating the existing lease, the different takeover options, and the key points to negotiate with the landlord. Objective: secure your premises and avoid unpleasant surprises after signing. If you are exploring business takeover opportunities, this step deserves your full attention.
📌 Summary (TL;DR)
Taking over a commercial lease in Switzerland requires the landlord's consent and can be done by assignment, new lease or subletting. Before any negotiation, evaluate the current conditions (rent, duration, clauses) and identify the points to renegotiate: rent amount, charges, duration, termination and works. Prepare your file carefully and have agreements validated in writing to secure the transaction.
📚 Table of contents
Understanding the legal framework of commercial leases in Switzerland
Swiss commercial leases are governed by the Code of Obligations (CO art. 253-274g). Unlike residential leases, they offer less protection to the tenant.
The contract can be for a fixed or indefinite term. Termination follows strict rules with precise deadlines. Crucial point: when taking over a business, the lease does not automatically transfer to the new owner.
The landlord must give explicit consent for any change of tenant.
Evaluating the existing lease before the takeover
Carefully analyse the current commercial lease during due diligence. Examine these key elements:
- Remaining duration and expiry date
- Rent amount and distribution of charges
- Termination conditions and deadlines
- Special clauses (works, subletting, use)
- Landlord's right of pre-emption
This analysis directly influences your purchase price negotiation. An unfavourable lease can justify a price reduction.
The three lease takeover scenarios
Three options are available to you for managing the lease during the business takeover:
Each scenario presents specific advantages and constraints. The choice depends on your situation, the relationship with the landlord and the current lease conditions.
Taking over the lease by assignment
The seller can transfer their lease to the buyer with the landlord's written consent (CO art. 263). You enter into the same contractual conditions.
Advantages: immediate continuity, known conditions, administrative simplicity.
Disadvantages: no possibility of negotiation on the terms, you inherit existing clauses, even unfavourable ones.
Negotiating a new lease
Negotiating a new contract directly with the landlord offers more flexibility. You can renegotiate the rent, duration and conditions for works.
Advantages: adaptation to your project needs, possibility of improving conditions.
Disadvantages: longer process, risk of landlord refusal, period of uncertainty.
Subletting
You sublet from the seller if the lease allows it and with the landlord's consent. The seller remains the principal tenant.
To be avoided except for short transitions. This solution creates dependence on the principal tenant and complicates management. High risk if the seller terminates their lease.
Favour assignment or a new lease to secure your business.
Preparing the negotiation with the landlord
Solid preparation increases your chances of obtaining favourable conditions:
- Complete file: business plan, financial guarantees, professional references
- Clear priorities: identify your non-negotiable points (rent, duration, works)
- Understanding the landlord: solvency, business continuity, maintenance of premises
Get support from a specialist lawyer if necessary. Our partner network can guide you.
Key points to negotiate
Focus your negotiation on these concrete elements that directly impact your profitability and operational flexibility.
The rent amount and charges
Check whether the current rent corresponds to local market prices. Consult comparable rents in the area.
Negotiate a reduction if justified, or propose a progressive rent for the first years. Clarify precisely the distribution of charges: heating, routine maintenance, taxes, insurance.
Request a 3-year charge history to avoid unpleasant surprises.
Duration and termination conditions
Negotiate a duration suited to your project. Too short = insecurity for your investments. Too long = rigidity if your business evolves.
Provide for early exit clauses in case of economic difficulties. Check termination deadlines (generally 6 months for expiry).
Secure at least 5 years to amortise your initial investments.
Works and improvements
Clarify who finances the necessary works: compliance with standards, renovation, improvements specific to your business.
Negotiate landlord participation or a rent-free period during the works. Define precisely the expected condition on departure.
Document in writing all lease rights concerning authorised modifications.
Securing the transaction
Finalise the lease transfer correctly to avoid any legal risk:
- Everything in writing: amendment to existing lease or new signed contract
- Suspensive clause: link the takeover deed to obtaining the lease
- Guarantees: security deposit, bank guarantee according to requirements
- Date coordination: synchronise lease signing and takeover
This step is critical in your first 100 days after the takeover.
Negotiating the commercial lease is a strategic issue when taking over a business. The Swiss legal framework offers a certain flexibility, but each situation requires precise analysis: takeover by assignment, negotiating a new lease or subletting each present specific advantages and constraints.
Solid preparation makes the difference. Analyse the existing lease, identify the points to renegotiate (rent, duration, works) and document your approach. Constructive dialogue with the landlord, supported by factual arguments and expert support if necessary, increases your chances of obtaining favourable conditions.
Securing the lease protects your investment and guarantees the sustainability of your business. If you are looking for a business to take over with a strategic location, browse the companies for sale on Leez. You can also surround yourself with specialist partners to secure each step of your takeover.
