How do you read a commercial lease when you buy a let property?

Shops, offices, industrial buildings and hotels fall under chapter II of Law 392/1978 (arts 27–42) and arts 7–11, including those on sale clauses, costs and deposits (art. 41) ¹. Before reading the clauses, establish the regime.

Sources for the table: arts 27, 28, 34 and 35 ¹; art. 1786 Civil Code ³. A term shorter than the minimum, or no term at all, is replaced by the statutory one (art. 27) ¹.

At first expiry the landlord may refuse renewal only on the exhaustive grounds of art. 29, including: using the property as a home or for its own business, or that of a spouse or relatives in the direct line to the second degree; demolishing to rebuild, refurbishing completely or restoring it – and in these cases recovering possession requires the building consent. Hotels have grounds of their own. The refusal must be sent by registered letter 12 o 18 mesiNormattiva beforehand, or the right is lost, and must state the ground, or it is void: otherwise the lease renews (art. 29) ¹. If within six months of getting the premises back the landlord does not put them to the declared use, or does not start the works in time, the tenant can ask for the lease to be reinstated or for damages of up to forty-eight months' rent, on top of the compensation (art. 31) ¹. At second expiry, notice needs no grounds, but compensation is still due; and a landlord who wants to re-let to others must tell the tenant of offers received at least 60 giorniNormattiva beforehand, and the tenant has 30 giorniNormattiva to match them (art. 40) ¹.

For an investor, the income does not last until the date on the first page: it lasts until the first window in which the tenant can leave.

In two ways, both with at least six months' notice by registered letter (art. 27) ¹. The first is in the lease: if it allows termination at any time, the contractual income is six months. The second is statutory, "regardless of the contract": termination for serious reasons. For the Court of Cassation these are involuntary, unforeseeable, supervening and objective events that make continuing excessively burdensome in economic terms; an unforeseeable economic trend forcing the business to shrink or expand can qualify. The reasons must be stated in the termination letter and cannot be supplemented later (Cass. 30862/2023) ⁵.

Then there is the tenant's insolvency. In judicial liquidation the liquidator may terminate at any time, with the creditors' committee's authorisation and fair compensation, which ranks as an unsecured claim in the insolvency (art. 185, para. 3, Business Crisis Code) ⁶; and termination through insolvency proceedings gives no right to compensation for loss of goodwill (art. 34) ¹.

If the lease ends for reasons other than the tenant's breach, notice or termination, insolvency proceedings or an order of a public authority (the last exclusion was added by the Constitutional Court, judgment 542/1989) ¹, the tenant is owed eighteen months of the last rent, twenty-one for hotels. The amount doubles if, within a year, the same or a similar business in the same trade category reopens in the premises, whoever runs it. Possession cannot be enforced until the first payment is made (art. 34) ¹. With rent of 15.000 €Normattiva a month, the exit costs 270.000 €Normattiva, and 540.000 €Normattiva if a similar business reopens there within the year.

No compensation is due for activities without direct contact with the public of customers and consumers, for professional and temporary activities, or for premises ancillary to or inside stations, ports, airports, motorway service areas, hotels and holiday villages (art. 35) ¹: the shop in the hotel arcade, not the hotel. A floor of offices with no public walk-in therefore exits at a different cost from a shopfront on the street.

Do not count on a waiver of compensation written into the lease. On the prevailing Cassation view it is void even if offset by a lower rent: the tenant can waive only after the lease is concluded. The view allowing it against a proven discount is a minority one and has remained isolated (Cass. 18324/2022, citing Cass. 24221/2019) ⁷.

If the landlord sells for value, it must offer the property to the tenant by a notice served through a court officer, stating a cash price and terms. The tenant has 60 giorniNormattiva to accept, by notice served the same way; unless the offer sets a different deadline, the tenant pays within 30 giorniNormattiva counted from the sixtieth day after service, at the same time as the deed or the preliminary contract (art. 38) ¹. If notice was not given, or the price notified was higher than the price in the deed, the tenant can buy the property from the purchaser and any successor within six months of registration of the deed (art. 39) ¹. Pre-emption does not apply to the leases in art. 35 (art. 41), to transfers to a spouse or relatives to the second degree, or where the law reserves it to co-heirs (art. 38) ¹.

It also assumes that what is sold is what is let. In a sale "en bloc" of a single complex that is more than the sum of its units, it does not apply; in a "cumulative" sale of independent units, it applies to the let unit. A block does not require the whole building, and selling every unit the owner holds does not prove one: the court decides, on the site, the lease and related deeds (Cass. 13253/2023) ⁸. For an entire building with shops on the ground floor, settle the question in writing before the deed.

In the provinces of Trieste and Gorizia and part of the province of Udine the land register applies ⁹: statutory references to registration of the deed apply to the corresponding land register entry (art. 12, Royal Decree 499/1929) ¹⁰. Note: have the notary fix the day from which the six months for buying from the purchaser run there.

Rent is freely agreed at signing ¹¹. The parties may provide for annual indexation "at the landlord's request" to the ISTAT consumer price index for blue- and white-collar households (FOI). In leases no longer than the statutory minimum the increase cannot exceed 75%Cassazione of the change; if the agreed term is longer, there is no cap (art. 32) ¹.

Indexation does not happen by itself. For the Court of Cassation the request is a condition of the right: it runs from when it is made, in the amount requested, with no arrears; and both a clause deeming a request made for the whole lease and a request referring to years other than the last are contrary to the law (Cass. 27287/2021) ¹². In August 2026 the FOI index excluding tobacco was up 3,4%ISTAT year on year (ISTAT final figure of 16/09/2026): at 75%ISTAT, a rent of 120.000 €ISTAT a year rises by 3.060 €ISTAT ¹³. Since January 2026 the indices use base 2025=100, and changes across different bases are calculated with linking coefficients ¹³.

A stepped rent, rising by periods, is lawful if the increases are fixed at signing and do not merely neutralise inflation beyond the limits of art. 32; whoever claims it is void must prove it (Cass. 4445/2023) ¹¹. An increase agreed during the lease is different: it holds if tied to something more from the landlord, such as works, and anchored to predetermined criteria (Cass. 3389/2024) ¹⁴. Otherwise it risks nullity under art. 79, and the tenant can reclaim the sums up to six months after handing back the premises ¹.

The tenant may sublet or assign the lease without the landlord's consent if it sells or leases its business at the same time, giving notice by recorded-delivery letter. The landlord may object on serious grounds within 30 giorniNormattiva and, if it has not released the outgoing tenant, can pursue it when the new tenant fails to pay (art. 36) ¹. Without a business transfer the Civil Code applies: subletting is allowed unless the lease forbids it; assignment is not, without consent (art. 1594 Civil Code) ³. Tomorrow's tenant may not be the one you studied today.

If the agreed annual rent exceeds 250.000 €Normattiva, hotels included, the parties may agree terms that depart from Law 392, provided the lease is evidenced in writing. This does not apply to premises designated of historic interest by regional or municipal measure, nor to leases already running on 12 November 2014 (art. 79, para. 3; Decree-Law 133/2014, art. 18) ¹². For the Court of Cassation the minimum term, renewal, pre-emption, termination for serious reasons, end-of-lease compensation and indexation – even above 75%Normattiva – all become negotiable; it said so in a passage that did not decide the case, since the lease in question predated 2014 (Cass. 3389/2024) ¹⁴. Statutory protections may therefore be missing, in favour of either side: every clause must be read for what it says.

In Friuli Venezia Giulia the Region approves by decree, on the basis of the municipality's survey, the list of "historic premises": bars and restaurants, shops, pharmacies and artistic or traditional workshops trading for at least fifty years, with historic, artistic or documentary value. If the municipality has not done so, the owner of the premises can also ask for the survey (art. 65, Regional Law 17/2025) ¹⁵. The same decree also lists "historic businesses", for which fifty years of trading suffice without historic or artistic value (art. 65, para. 2) ¹⁵. That listing as historic premises rules out contracting out is the reading the text suggests; whether listing only as a historic business does so too, the text does not say, and no court has ruled on it in the sources we read. Not yet verified: check case by case.

The lease continues: a clause ending it on sale is void (art. 7) ¹. The lease binds the purchaser if it has a certified date before the sale – registration gives it one; the purchaser takes over the landlord's rights and obligations from the day of purchase, and is bound in any event if it undertook to the seller to honour the lease (arts 1599, 1602 and 2704 Civil Code) ³. Taking over the lease attracts no tax, but it is worth notifying the office where the lease is registered ¹⁶.

Three details shift value.

• Leases over nine years. If not registered, they bind the purchaser only for nine years from the start of the lease (arts 1599 and 2643 Civil Code) ³. In the land register they are not registered but annotated, like assignments of rent for more than three years (art. 19 of the general land register act) ¹⁰.
• Rent paid in advance or assigned, to a bank for example. It binds the purchaser only if evidenced by a written document with an earlier certified date, except advance payment in line with local custom; beyond three years, if not registered, only for three years (art. 1605 Civil Code) ³.
• Rent deposit. It cannot exceed three months' rent and earns statutory interest payable to the tenant each year (art. 11) ¹: 1,60%Normattiva in 2026 ¹⁷. Settle it with a figure in the deed. In 2025 the Court of Cassation upheld an order against a seller to repay the buyer of an industrial building the deposit – more than 95.000 €Cassazione – which the buyer had returned to the tenant: the generic clause transferring "all rights and liabilities", reflected in the price, was not enough (Cass. 7199/2025) ¹⁸.

• Registration. Within 30 giorniAdE of signing, or of the start date if earlier ¹⁹. An unregistered lease is void, even if commercial and between companies; late registration restores its effects from signing, if the rent stated is the real one (Law 311/2004, art. 1, para. 346; Cass. 31852/2023, applying Cass. joint chambers 23601/2017) ²⁰²¹.
• Registration tax. 1%AdE of the annual rent for commercial buildings let by a VAT-registered landlord, even with VAT; 2%AdE in other cases, private landlords included; never less than 67 €AdE in the first year. It is paid year by year or for the whole term, with a discount equal to half the statutory interest rate times the number of years (at the 2026 rate, 4,8%GU over six years) ¹⁷; assignments, terminations and extensions are notified within 30 giorniNormattiva (Presidential Decree 131/1986, art. 17 and Tariff, art. 5) ²²²³. The cost is split equally between the parties (art. 8) ¹, but both are jointly liable to the tax authorities ²³. A deed that only reduces the rent is exempt from registration tax and stamp duty (Decree-Law 133/2014, art. 19) ². From 2027 these rules move into the consolidated registration tax act (Legislative Decree 123/2025) ²⁴.
• VAT. Letting a commercial building is exempt unless the landlord opts to tax in the lease (Presidential Decree 633/1972, art. 10, no. 8) ²⁵. From 2027 the rule moves into the consolidated VAT act (Legislative Decree 10/2026) ²⁵.
• Flat-rate tax on rent (cedolare secca). In 2026 it applies only to residential units let for residential use (Legislative Decree 23/2011, art. 3) ²⁶. For shops it existed for leases signed in 2019 on shops in cadastral category C/1 of up to 600 m²Normattiva (Law 145/2018, art. 1, para. 59) ²⁷; the 2026 budget law does not reopen it ²⁸. From 2027 the new consolidated act confirms it for residential property only (Legislative Decree 117/2026, art. 203) ²⁹.
• Income tax for an individual landlord. Taxable income is the rent less 5%AdE, or 35%AdE for listed buildings, if higher than the cadastral income (Income Tax Code, art. 37). Unpaid rent is excluded only for residential leases: for a shop, rent not received is still declared (art. 26) ³⁰.
• ILIA. In Friuli Venezia Giulia it replaces IMU, the municipal property tax, and is paid by the owner. A let property is not "used in the business" for ILIA, a status reserved for a building the owner itself uses for its business: the rate is 0,86%Regione FVG, which the municipality may raise to 1,06%Regione FVG or reduce (Regional Law 17/2022, arts 1, 3 and 9) ³¹. The year's rate is in the municipal resolution.

When a let property comes to us, for sale or for purchase, we start from the lease and its dates before we start from the price.