Commercial leases in Argentina: clauses to negotiate

A lease for your business is governed by Book III, Title IV, Chapter 4 of the Civil and Commercial Code, articles 1187 to 1226. Article 1187 defines the contract: one party grants temporary use and enjoyment of a thing and the other pays a price in money. Everything else, from the space handed over to the way you leave early, is built on that skeleton.

The starting point is freedom of contract under article 958: the parties are free to enter into the contract and set its content within the limits of law and public order, and the legal rules apply only to fill gaps, unless a rule is expressly mandatory. The lease has to say what you agreed instead of working from a generic template.

Three regimes in six years

Texts from different periods do not agree, because the rules changed three times since 2020:

Decree 70/2023 was published on 21 December 2023 and applies from 30 December 2023 under the general commencement rule in Code articles 5 and 6, referenced by Law 26.122 article 17. That decree repealed Law 27.551 in full (article 249) and rewrote articles 1196, 1198, 1199, 1220 and 1221 of the Code, added sub-paragraph d) to article 1219, and repealed articles 1202, 1204, 1204 bis and 1221 bis. It is a decree of necessity and urgency: its own article 365 sends it to the Permanent Bicameral Committee of the National Congress. Leases signed today are read against this wording. For a contract signed on or before 29 December 2023, what governs today is not settled clause by clause: the decree supplies no lease-specific transitional rule and article 7 of the Code says new suppletory laws do not apply to contracts already being performed, except more favourable rules for consumers in consumer relationships. When in doubt, ask a lawyer or notary.

Short answer: there is no legal minimum term today for an office or a retail unit. Article 1198 says the term of a lease, whatever its destination, is whatever the parties set. There is, however, a default term: where the contract stays silent, the Code reads three years for destinations that are neither permanent housing nor a temporary lease.

The ceiling comes from article 1197: a lease cannot run beyond 50 years for non-residential destinations (20 years for housing), and an express renewal cannot push past that maximum counted from the start. Between floor and ceiling, the term is a negotiation point: pick a term that covers the cost and the disruption of a commercial move, and add a renewal option with notice if your business plans to stay.

Three loose ends worth nailing down. First, article 1188 asks for written form for the lease of real property, and the same rule covers renewals and amendments: get them signed in a document. Second, article 1218 makes clear that holding over is not a tacit new lease: the same terms continue until either party ends them by formal notice. Setting a cut-off date and a notice period keeps you out of that grey zone. Third, where a manager or an attorney signs for the owner, article 1191 requires express authority to lease for more than three years or to collect rent in advance for that period. Ask to see the power of attorney.

Article 1199, as it now stands, lets the parties set the rent in local currency or in foreign currency as they see fit, and adds that the tenant cannot demand to pay in a currency other than the one agreed. Article 765 completes the idea: the debt is discharged in the agreed currency, and judges cannot change the form of payment or the currency the parties settled on. Dollars or pesos are both allowed; what matters is that the lease says which one, how payment is made and into which account.

Rent updates are equally free. Any index works, public or private, as long as it is expressed in the same currency as the rent. If the chosen index stops being published during the lease, a similar official index from INDEC applies where the price is in local currency, or the equivalent published by the country issuing the payment currency. Name the index, the frequency and the period it measures in the contract, because a bare agreement to raise the rent will be argued later.

Payment intervals are freely agreed but cannot be shorter than one month (article 1196), and where the lease is silent, payment is made in advance, on a monthly period for real property (article 1208). The same article counts every periodic payment you assume, such as building expenses or service charges, as part of the rent for collection purposes, and gives the landlord an expedited route to collect. A full picture of what an office lease costs helps compare listings whose quoted figures follow different conventions.

The destination clause is not decoration. Article 1194 obliges the tenant to use the property for the agreed destination and, failing agreement, for the use it had when leased, the use given to similar things locally, or the use fitting its nature. Article 1205 forbids changing the destination even where nobody is harmed, and article 1219 sub-paragraph a) lets the landlord terminate for a change of destination or irregular use. List the actual activities: offices, customer service, light storage, signage, meeting rooms.

On subletting and assignment the Code strikes a balance worth knowing. Article 1213 only allows assignment of the contractual position on the terms of articles 1636 and following, treats a sublease of the whole property as an assignment, and states that forbidding one forbids the other. Article 1214, by contrast, allows a sublease of part of the property unless the lease says otherwise: you must notify the landlord by formal means, naming the subtenant, the subtenant’s address and the destination, and the landlord has 10 days to object, with silence counting as consent.

If your model involves shared desks, an internal coworking setup or a possible sale of the company, negotiate assignment and subletting in writing. Also read article 1216: the landlord can pursue the subtenant directly for unpaid rent and damage, the subtenant can claim against the landlord, and when the head lease ends, the sublease ends too.

Article 1211 sets the default: you may make improvements unless the lease forbids them, they alter the substance or shape of the property, or you have already been called on to hand it back. It also sets who pays: there is no right to claim for useful improvements or luxury ones, but necessary improvements can be billed to the landlord. Article 1224 lets you remove useful or luxury improvements when the lease ends, unless you agreed they stay, unless removal damages the property, or unless removing them brings you no benefit; the landlord may take over an improvement made against a prohibition by paying the higher value the property gained.

Repairs split by cause. Article 1201 puts on the landlord any deterioration from causes not attributable to you, and sets a practical procedure: for urgent repairs, if the landlord refuses or stays silent, you may do the work at their expense after 24 hours from the notice; for non-urgent repairs, you must give notice with at least 10 days to act. Article 1207 puts only maintenance improvements on your side of the ledger for real property. Fit-out works are a negotiation: what gets approved, in what timeframe, and what stays when you leave.

A signed condition report with photographs on handover day serves as evidence at the end, because article 1210 obliges you to return the property in the state you received it, apart from wear of time and regular use.

Article 1221, as it now reads, lets the tenant terminate at any time by paying 10% of the remaining rent, counted from the notice of termination to the agreed end date. The rule is simple, but the lease can spell out how notice is given and how that percentage is settled.

Example: with 12 months left and an agreed monthly rent of 100, the remaining rent is 1,200 and 10% comes to 120.

On the other side, article 1219 lets the landlord terminate for a change of destination, for lack of maintenance or abandonment, for two consecutive missed payments and, since DNU 70/2023, for any cause stated in the contract. Sub-paragraph d) is the one to read slowly: if the draft carries its own termination triggers, make them objective and give them a cure period. Article 1220 gives you your grounds against the landlord: failure to keep the property fit for the agreed use, breach of the warranty of title or undisturbed lawful possession, or latent defects.

The exit still has loose pieces. Article 1223 orders possession to be returned when the lease ends and sets 10 days as the minimum for enforcing an eviction judgment. The rules on the deposit and the surety are in guarantees for renting an office or retail unit. Ask your lawyer about local key-handover or judicial-deposit procedure, and write into the lease how and when keys are returned and who signs the handover report.

Article 1209 states the allocation: you pay the charges arising from the destination you give the property, but not the taxes on the property itself, and not extraordinary building expenses. Only expenses from usual services, meaning normal and permanent services at your disposal, can be put on your side, and that is where the draft decides which building expenses land on you. How VAT, stamp duty, property tax and service charges are split is laid out in the real cost of renting an office; in the lease, name who pays each one and have your lawyer and accountant review that split, including article 958 and public-order limits.

For the meeting with the owner, this is the list to keep in hand:

1. Term and renewal: start date, end date, how renewal works and what notice each side owes.
2. Currency and updates: payment currency, exact index, frequency and the period it measures.
3. Rent: what it covers (VAT, building expenses, charges) and what is billed separately.
4. Destination: the activities written out one by one, signage and works included.
5. Assignment and subletting: what is allowed, with what notice and on what conditions.
6. Works and improvements: what needs approval, who pays for repairs and what stays behind.
7. Security and deposit: amount, currency, return terms and timing.
8. Early termination: how notice is served and how the 10% in article 1221 is computed.
9. Handover: condition report, keys, defects and the inspection window.
10. Taxes: stamp duty, VAT, property tax, service charges and building expenses, item by item.

If you are still comparing spaces and there is no draft yet, start with the offices for rent on PlataStar and take this checklist to the viewings.