Insights

Checklist: Key Aspects to Verify Before Signing a Commercial Lease Agreement

2 min read · Editorial oversight: Avv. Federico Papa

This checklist is designed for use immediately prior to signing a commercial lease agreement. Its purpose is to ensure full compliance with the mandatory provisions of Law No. 392/1978, preventing future disputes or validity issues.

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
Check 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 replacement with the statutory term.
Related practical guide: How to draft a commercial lease with AI
2.
Examine the goodwill indemnity clause
Ensure there are no advance waivers of the commercial goodwill loss indemnity provided under Art. 34 of Law No. 392/1978. Such waivers are null and void if agreed upon at the time of signing the contract.
3.
Check compliance with the prohibition of contrary agreements
Ensure that no clause restricts the statutory rights granted to the tenant, in violation of Art. 79 of Law No. 392/1978. Any agreement aimed at granting an unjustified advantage to the landlord is void.
4.
Evaluate the correctness of the intended use
Verify that the intended use of the property is explicitly stated as commercial to ensure the application of Law No. 392/1978. An incorrect description could deprive the tenant of essential protections, such as the right to renewal.
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5.
Inspect the notice periods for termination
Check that the notice periods for termination comply with Art. 28 of Law No. 392/1978. Non-compliant terms or ambiguous notice methods risk rendering the declaration of termination ineffective.
6.
Check the accuracy of legal references
Ensure that all references to Law No. 392/1978 are accurate and do not cite repealed provisions. Citation errors can create interpretative uncertainties during contract performance.
7.
Verify the completeness of mandatory attachments
Ensure that the floor plan and Energy Performance Certificate (APE) are attached prior to signing. The absence of mandatory documentation can impede contract registration or trigger administrative penalties.
8.
Inspect the legal authority and signing powers of the parties
Verify that the signatory possesses the legal authority to bind the company or entity, including when leveraging digital tools or AI solutions. A signature affixed by an unauthorized party renders the contract unenforceable pursuant to Art. 1398 of the Italian Civil Code.

Editorial oversight: Avv. Federico Papa·ICAM

Frequently asked questions

What happens if a contractual clause violates Art. 79 of Law No. 392/1978?

The clause is null and void and produces no legal effect; the remainder of the agreement remains valid and is automatically integrated by statutory provisions.

Is it possible to agree on a 4-year lease term for a commercial property?

No. For commercial leases, Art. 27 of Law No. 392/1978 mandates a mandatory minimum duration of 6 years; any agreement to the contrary is null and void.