Commercial lease in Italy: Template, Key Clauses and Local Law (2026)

What a commercial lease is in Italy A commercial lease (locazione commerciale, or locazione ad uso diverso da abitazione) in Italy is the contract by which an owner lets premises to a tenant for a business, professional or commercial use rather than for housing. It is governed by the Civil Code rules on locazione and, most importantly, by Law No. 392 of 1978 (the equo canone law, as amended), which sets mandatory protections for business tenants that the parties cannot simply contract out of. Because much of Law 392/1978 is mandatory, a commercial lease in Italy is not pure freedom of contract. The headline protections are a minimum duration, automatic renewal, limits on when the landlord can refuse renewal, and in many cases a goodwill indemnity when the tenant has to leave. Understanding these before you draft saves disputes later. ## Duration: the 6+6 rule For most business uses, the minimum term is six years. At the first expiry the lease renews automatically for a further six years unless the landlord gives notice of refusal on one of the specific statutory grounds. This is the well known 6+6 structure under Articles 27 and following of Law 392/1978. For hotel activities the first period is nine years, giving a 9+9 pattern. A landlord who wants to stop the first automatic renewal must rely on narrow grounds, such as wanting the premises for their own or close family business or residence, or a major rebuild that requires the building to be emptied, and must give the required long notice (generally 12 months, or 18 months for hotels). The tenant, by contrast, can usually withdraw early for serious reasons (gravi motivi), and the parties can agree a wider right of withdrawal for the tenant with notice. These rules protect the tenant's investment in the premises and their business. ## The goodwill indemnity (indennità di avviamento) Under Article 34 of Law 392/1978, when a lease for an activity involving direct contact with the public ends through no fault of the tenant, for example because the landlord refuses renewal, the tenant is generally entitled to a goodwill indemnity. The standard measure is 18 months of the last rent (21 months for hotels), and it can be doubled if, within a year, the premises are used for the same activity the tenant carried on. The right arises only once the lease has begun and cannot be validly waived in advance, so a clause that tries to make the tenant give up the indemnity before the fact will not hold up. The tenant also has a statutory right of first refusal (prelazione) if the landlord decides to let or sell in certain circumstances. ## Registration and tax A commercial lease must be registered with the Agenzia delle Entrate, generally within 30 days of signing. Registration tax applies, commonly at 1 percent of the annual rent for leases subject to VAT and 2 percent otherwise, and is usually shared between the parties unless agreed otherwise. Where the landlord opts to apply VAT, that affects the registration tax treatment. Stamp duty (imposta di bollo) also applies. Some landlords may use the cedolare secca flat tax for certain commercial lettings where available. Confirm the current rates and options with a notary or commercialista, because the tax treatment affects the real cost to both sides. ## Key clauses to include A sound Italian commercial lease usually covers: 1. Parties and premises. Identification of landlord, tenant and the premises and their permitted use.

2. Permitted use (destinazione d'uso). The agreed business use, which must match the planning and licensing position.
3. Duration and renewal. The 6+6 (or 9+9) term, renewal and the notice rules.
4. Rent and adjustment. The rent, payment dates, and any ISTAT index linked adjustment (usually up to 75 percent of the index change).
5. Deposit and guarantees. The security deposit (often up to three months) and any bank guarantee.
6. Maintenance and works. Who is responsible for ordinary and extraordinary maintenance and for the tenant's improvements.
7. Assignment and sublease. The tenant's rights, which Law 392/1978 protects where the business is transferred with the lease.
8. Goodwill indemnity and pre-emption. Acknowledgement of the Article 34 indemnity and the tenant's pre-emption right.
9. Withdrawal. The tenant's right to withdraw for serious reasons or as agreed, with notice.
10. Registration, tax and expenses. Who registers, who bears registration tax and running charges.
11. Governing law and jurisdiction. Italian law and the competent court. ## A simple template outline A workable structure is: parties and premises; permitted use; duration and renewal; rent and ISTAT adjustment; deposit and guarantee; maintenance and works; assignment and sublease; goodwill indemnity and pre-emption; withdrawal; registration and tax; general clauses; governing law and jurisdiction; and signatures. Remember that mandatory provisions of Law 392/1978 override contrary wording, so the drafting should work with the statute, not against it. ## Rent adjustment, sublease and the business transfer Two further points shape the economics of an Italian commercial lease. First, rent can be index linked to the ISTAT cost of living index, and case law generally allows adjustment of up to 75 percent of the index change for leases of the standard duration, so the adjustment clause should say plainly how and when it applies. Second, Law 392/1978 protects the tenant's ability to transfer the lease together with the business (cessione dell'azienda), so the landlord usually cannot unreasonably block an assignment that goes with a genuine transfer of the going concern, although the tenant commonly remains secondarily liable if the new tenant defaults. Subletting on its own is more restricted and often needs the landlord's consent unless it accompanies a business transfer. These rules exist because the lease is tied to the tenant's business and the value it has built in the premises. When drafting the assignment and sublease clause, work with the statutory protections rather than trying to exclude them, because a clause that contradicts a mandatory rule will simply not hold, and relying on it can leave a landlord worse off than if the point had been handled openly. ## Bringing the work into one place Step back and the work around a commercial lease is always the same shape. Someone drafts from a template, someone checks the mandatory duration and indemnity rules so no protected right is accidentally waived, someone registers the lease on time, and someone has to track the renewal notice window and the rent adjustments year after year. When that lives across email, folders and a spreadsheet, the notice deadline gets missed and the version in force is never certain. The idea worth taking from this page is that drafting, understanding, editing, tracking and governing a contract can sit in one workspace tuned to how your company contracts. Adira is built around that single workspace idea for business contracts, with per clause risk visible, key dates surfaced and a built in activity history. Adira is India first today, so Italy specific depth is on its roadmap rather than settled, and for an Italian commercial lease you would still confirm the local points, especially the mandatory protections and the tax, with Italian counsel and a notary. ## This is general information This page is general information, not legal advice. Italian law changes and the mandatory lease rules and tax rates turn on the detail, so confirm the specifics with a qualified Italian lawyer or notary, and check the text of Law 392/1978 on Normattiva and the Agenzia delle Entrate guidance, before you sign.