Commercial Lease Review: What to Negotiate Before Signing

Your Lease Is Your Biggest Fixed Cost

For most small businesses with a physical location, the commercial lease is the largest and longest financial commitment they will make. A bad lease can drain your cash flow, lock you into unfavorable terms, and limit your flexibility for years. A well-negotiated lease can give you breathing room, protect your interests, and even provide growth options.

Commercial leases are not like residential leases. There are fewer consumer protections, terms are heavily negotiable, and the landlord's standard form almost always favors the landlord. You need to understand what you are signing and negotiate before you commit.

Types of Commercial Leases

Understanding the lease structure determines how you budget:

Gross Lease (Full Service)

You pay a flat monthly rent. The landlord covers property taxes, insurance, and maintenance. This is the simplest structure and makes budgeting predictable.

Net Lease

You pay base rent plus some or all operating expenses. There are three variations:

Single net (N): You pay base rent plus property taxes.
Double net (NN): You pay base rent plus property taxes and insurance.
Triple net (NNN): You pay base rent plus property taxes, insurance, and maintenance. This shifts the most cost to you.

Modified Gross Lease

A hybrid where base rent includes some but not all operating expenses. The specific allocation is negotiated.

Percentage Lease

Common in retail. You pay base rent plus a percentage of your gross sales above a specified threshold (the "breakpoint"). Negotiate the breakpoint carefully.

Key Lease Terms to Scrutinize

Rent and Escalation

What is the base rent per square foot?
How does rent increase over the term? Common escalation methods include fixed annual increases (3-4%), CPI adjustments, or market rent resets.
Negotiate a cap on annual increases. An uncapped CPI escalation clause can result in significant cost surprises.

Lease Term and Renewal Options

Shorter terms (3-5 years) give you flexibility but less stability. Longer terms (5-10 years) lock in rates but reduce your ability to move.
Always negotiate renewal options. A renewal option gives you the right (but not the obligation) to extend the lease at predetermined or market rates.
Watch for demolition clauses that allow the landlord to terminate your lease early if they decide to redevelop.

CAM Charges (Common Area Maintenance)

CAM charges cover shared expenses like parking lot maintenance, landscaping, snow removal, elevator maintenance, and security.
Ask for a detailed breakdown of CAM charges and historical CAM expenses for the past 3 years.
Negotiate a CAM cap to prevent surprise increases. Without a cap, your costs could jump dramatically if the landlord makes capital improvements.
Ensure capital expenditures are amortized over their useful life, not passed through as a single-year expense.

Personal Guarantee

Many landlords require small business owners to personally guarantee the lease. This means if your business cannot pay rent, you are personally liable.

Negotiate to limit the personal guarantee to a specific dollar amount or time period (e.g., the first 2 years).
Offer a larger security deposit in exchange for removing or reducing the personal guarantee.
As your business establishes a track record, negotiate to have the guarantee released.

Build-Out and Tenant Improvements

Who pays for improvements to make the space suitable for your business?
Negotiate a tenant improvement (TI) allowance. The landlord provides a dollar amount per square foot that you can spend on improvements.
Clarify who owns the improvements at the end of the lease.
If you are doing significant build-out, negotiate free rent during the construction period.

Use Clause

The use clause defines what you can do in the space. Make sure it is broad enough to accommodate your current business and potential future changes.
A restrictive use clause can prevent you from adding new product lines or services without landlord approval.

Exclusivity Clause

If you are in a multi-tenant property, negotiate an exclusivity clause that prevents the landlord from leasing to a competing business.
Without exclusivity, the landlord could lease the space next door to your direct competitor.

Assignment and Subletting

Can you assign the lease to a new owner if you sell your business? Can you sublet if you need less space?
Most leases require landlord consent for assignment or subletting. Negotiate for consent that is "not to be unreasonably withheld."
Without assignment rights, selling your business becomes much harder because the buyer cannot assume the lease.

Maintenance and Repair Obligations

Clearly define who is responsible for what. Typically, tenants handle interior maintenance while landlords handle structural and exterior maintenance.
Review the repair obligations carefully. Some leases shift responsibility for HVAC, plumbing, and electrical systems to the tenant.
Negotiate a cap on your annual maintenance obligations.

Negotiation Strategies

Research the market. Know comparable rental rates in your area before you negotiate. Commercial real estate brokers can provide market data.

Negotiate the total deal, not just rent. Landlords may be flexible on TI allowances, free rent periods, CAM caps, or lease term while holding firm on base rent.

Get everything in writing. Verbal promises mean nothing if they are not in the lease. If the landlord promises improvements or concessions, put them in the lease document.

Use a tenant broker. A commercial real estate broker who represents tenants (not landlords) can negotiate on your behalf and knows market conditions. Their commission is typically paid by the landlord.

Have an attorney review the lease. Before you sign, have a commercial real estate attorney review the lease. The cost of a legal review is minimal compared to the financial exposure of a multi-year lease commitment.

Walk away if necessary. The best negotiating position is the willingness to walk away. If the terms are not right, find another space. There is almost always another option.

Hidden Costs to Watch For

Operating expense pass-throughs: Understand exactly what expenses are passed to you and how they are calculated.
After-hours HVAC charges: Some buildings charge extra for heating and cooling outside standard business hours.
Parking fees: Is parking included or extra?
Signage costs: Who pays for your storefront signage?
Insurance requirements: The landlord may require specific coverage types and amounts that exceed what you currently carry.
Late payment penalties: Know the grace period and penalty structure for late rent payments.

Before You Sign

Tour the space at different times of day and week.
Check the zoning to confirm your business type is permitted.
Review the landlord's financial stability (especially in smaller buildings).
Talk to existing tenants about their experience.
Verify that all promised repairs and improvements are completed or guaranteed in writing.
Have your attorney review the final lease document.

A commercial lease is a long-term commitment. Take the time to understand every provision and negotiate the terms that matter most to your business.