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Checklist: Key Checks Before Signing a Commercial Lease Agreement
2 min read · Editorial oversight: Avv. Federico Papa
This checklist should be used immediately prior to the execution of a commercial lease agreement. Its purpose is to ensure compliance with the mandatory provisions of Law No. 392/1978, avoiding future disputes or invalidity.
In brief
Commercial lease agreements must comply with the mandatory provisions of Law No. 392/1978. Pursuant to Art. 27, the minimum duration is six years; shorter terms result in nullity and automatic statutory integration. Art. 34 prohibits advance waivers of goodwill indemnity, while Art. 79 voids clauses restricting tenant rights or granting unjustified advantages to landlords. Mandatory attachments include the Energy Performance Certificate (APE) and floor plans. Signatories must possess legal authority under Art. 1398 of the Italian Civil Code, even when employing AI tools for contract execution.
- 1.
Verify the minimum duration of the agreement
Related practical guide: How to draft a commercial lease with AIEnsure that the duration is not less than six years, as required by Art. 27 of Law No. 392/1978. A shorter duration results in the nullity of the clause and its automatic substitution with the statutory term.
- 2.
Examine the goodwill indemnity clause
Ensure that there are no advance waivers of the commercial goodwill loss indemnity provided for by Art. 34 of Law No. 392/1978. Such waivers are null and void if agreed upon at the time of entering into the contract.
- 3.
Check compliance with the prohibition of contrary agreements
Ensure that no clause restricts the legal rights granted to the tenant, in violation of Art. 79 of Law No. 392/1978. Any agreement aimed at granting unjustified advantages to the landlord is void.
- 4.
Evaluate the correctness of the intended use
Verify that the intended use of the property is explicitly specified as commercial to guarantee the application of Law No. 392/1978. An incorrect description could preclude essential protections, such as the right to contract renewal.
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5.Inspect the terms for the notice of termination
Check that the notice periods for termination comply with Art. 28 of Law No. 392/1978. Overly short notice periods or unclear procedures may render the notice of termination ineffective.
- 6.
Check the integrity of legal references
Ensure all citations of Law No. 392/1978 are accurate and do not reference repealed provisions. Formal errors in references may create interpretative ambiguity during the performance of the contract.
- 7.
Verify the completeness of mandatory attachments
Ensure that the floor plan and the Energy Performance Certificate (APE) are attached prior to signing. The absence of required documentation may impede contract registration or result in administrative penalties.
- 8.
Inspect the signing powers of the parties
Verify that the signatory possesses the necessary authority to bind the company or entity, including scenarios involving the use of AI tools. A signature executed by an unauthorized representative renders the contract ineffective pursuant to Art. 1398 of the Italian Civil Code.
Frequently asked questions
What happens if a contractual clause violates Art. 79 of Law No. 392/1978?
The clause is void and unenforceable, while the remainder of the contract remains valid and is automatically integrated by operation of law.
Is it possible to agree on a lease duration of 4 years?
No, for commercial leases, Art. 27 of Law No. 392/1978 mandates a minimum duration of 6 years, and any contrary agreement is null and void.
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