Commercial leases in Argentina: what the Code fixes and what it does not

The Civil and Commercial Code reserves several of its protections to residential destination, and a commercial lease falls outside them by definition. At the same time it fixes for any immovable, without distinguishing destination, a minimum term and an early exit that are usually treated in negotiation as if they were matters of agreement. The distinction is not in market practice but in the text, and it separates two groups of articles that are quoted together in conversation.

Why these points and not others

The points that follow are those the text of Ley 26.994 settles by itself, without referring to the agreement of the parties. Everything else — indexation of the rent, the allocation of building charges beyond article 1209, a preference to renew — does not appear in the lease chapter, and for that reason carries a dash in the final table. A clause on those matters does not contradict the Code: it completes it.

Terms of a commercial lease: a minimum of two years, a maximum of fifty

Article 1198 establishes that a lease of an immovable, whatever its destination, if it lacks an express and determined longer term, is deemed concluded for the legal minimum term of two years. The phrase “whatever its destination” includes the shop, the office and the warehouse. The same article allows the tenant to waive that term if it is already in possession of the thing, that is after receiving the property, not before.

Article 1197 fixes the ceiling: twenty years for residential destination and fifty years for other destinations, with express renewal not exceeding those maxima counted from the start. A commercial contract of twenty-five or thirty years is therefore possible under the Code, and it is the Code itself that caps it at fifty.

Article 1199 of the same chapter lists the exceptions to the minimum term, and two of them are commercial: the keeping of goods, and the exhibition or offer of goods or services on fairground premises. Contracts with a determined purpose stated in the contract that must be fulfilled within a determined period are also outside it. A warehouse taken for the keeping of merchandise can therefore be agreed for less than two years; a street-level shop cannot.

What the Code reserves to residential destination

Article 1196 opens with the phrase “If the destination is residential” and only then prohibits demanding rent in advance for periods longer than one month, deposits above one month of rent for each year contracted, and the payment of key money or its equivalents. None of those three limits reaches a commercial contract.

Article 1222 does the same with eviction for non-payment: the prior demand, with a period that can never be shorter than ten calendar days, applies “if the destination is residential”. In a commercial lease that prior step is not imposed by the Code, and what governs is article 1219, which allows the landlord to resolve for non-payment of two consecutive periods.

Early exit: six months and an indemnity

Article 1221 allows the tenant to resolve early if the leased thing is an immovable and six months of the contract have passed, on reliable notice. The indemnity is one and a half months of rent at the moment of vacating if the option is exercised in the first year, and one month if it is exercised afterwards. In the cases of article 1199 the indemnity is two months.

That faculty does not distinguish destination. A commercial contract signed for five years carries within it, from month six, a tenant exit option whose cost the Code has already quantified. For the owner, a five-year contractual flow is in strictness a six-month flow plus an option; for the occupier, staying beyond that point is a decision, not an obligation.

Where to obtain the data

The text quoted is the original of Ley 26.994, enacted on 01-10-2014 and published in the Official Gazette on 08-10-2014, number 32985. In this review no consolidated version with later amendments was opened, so the numbering and the wording correspond to that text and subsequent reforms were not verified. No statement about the force or the repeal of special tenancy laws is made in this material, because none was verified.

Conclusions

A commercial lease in Argentina is born, under the lease chapter of the Code, with three rules that do not depend on negotiation: a minimum term of two years if no express and determined longer term is agreed, a ceiling of fifty years, and a tenant exit option from month six with an indemnity of one and a half months in the first year and one month afterwards. It is also born without three protections the Code reserves to residential destination: the one-month cap on advance rent, the cap of one month of deposit per year contracted and the ban on key money, together with the prior demand before eviction for non-payment. Between those two blocks lies a third and wider one that the lease chapter does not touch: indexation of the rent, the allocation of building charges beyond the charges arising from the destination, and any preference to renew. That third block is what the drafting of the contract has to settle, and it is also what explains why two apparently identical commercial contracts can behave differently in the face of the same event.

Checklist

Este material tiene carácter informativo y no constituye asesoramiento legal, fiscal ni financiero. El texto citado es el original de la Ley 26.994 publicado el 08-10-2014; no se verificó una versión consolidada con modificaciones posteriores, y no se verificó la vigencia de leyes especiales de alquiler.