Until now, long-term commercial lease agreements had to be in writing. A minor formal error could have serious consequences, such as premature termination of the agreement. Since January 1, 2025, the written form has been replaced by the text form. It sounds straightforward, but the changes require special attention.
What’s new from 2025?
Text form instead of written form
According to the Fourth Bureaucracy Relief Act, the so-called text form pursuant to Section 126b of the German Civil Code (BGB) will suffice in future. This means that contracts concluded by e-mail, fax, SMS, instant messaging services or social networks are permissible provided that a legible declaration naming the person making the declaration is provided on a permanent data carrier. The electronic creation and transmission must allow the recipient to store the declaration addressed to them personally in such a way that its content and accessibility cannot be changed for a reasonable period of time and that it can be reproduced faithfully.
Previous practice
Previously, only a contract signed in writing was considered valid if it was to last longer than one year. If this form was not met, the contract was still valid but could be terminated with the statutory notice period—a considerable risk for long-term investments.
Advantages of the new regulation
- Faster conclusion of contracts
- Lower risk of formal invalidity
- Less bureaucracy
But also new challenges
- Email agreements can be binding. A mere negotiation can become a contract.
- Problems of proof in the event of changes to content or terminations.
- Contract texts must be clear and complete, as there is no signature.
- It is unclear whether case law will adhere to the principle of document unity with regard to text form.
Transition period for existing contracts
The following applies to existing tenancy agreements: The written form remains mandatory until December 31, 2025. Landlords should use this period to review old contracts and update them if necessary.
The switch to text form simplifies the drafting of commercial lease agreements. Careful wording is more important than ever.
However, it may still be advisable to agree on the written form. As long as there is no case law on the issue of the unity of the document, it is recommended that lease agreements be recorded in a PDF document signed by the landlord and tenant or signed electronically.
The most important information at a glance
- From January 1, 2025, text form will suffice for commercial lease agreements.
- Old agreements will remain subject to written form until December 31, 2025.
- New risks arise from unintentionally binding email agreements, text messages, use of instant messaging services, or social networks.
