OHADA commercial lease agreement template (PDF) – Côte d'Ivoire

Commercial lease or business lease: what is the difference in Côte d'Ivoire?

Under the OHADA Uniform Act there is only one regime: the "business lease" ("bail à usage professionnel"). It applies to leases of premises or buildings used for commercial, industrial, craft or any other professional purpose (art. 101). What is commonly called a "commercial lease" in Côte d'Ivoire is therefore the same contract: the name varies from one professional to another (commercial lease, professional lease, business lease), but the reference text is the same. This template therefore suits a shop, a workshop, offices or a practice.

It is different from a residential lease, which falls under the Construction and Housing Code: to rent a home, use our residential lease template instead.

The essential clauses of a commercial lease

The generated template covers the following points. Adapt each one to your situation before signing.

• Term. The parties are free to set it, fixed or open-ended. Where there is no written agreement or fixed term, the lease is deemed to be for an indefinite period.
• Rent and rent review. The amount of rent is freely set. Rent can be reviewed on the terms agreed by the parties or, failing that, at each renewal: it is therefore best to include a clear review clause.
• Security deposit. The Uniform Act's articles on leases set neither its amount nor a cap: the contract must state the sum paid and the conditions for returning it.
• Permitted use of the premises. The tenant operates the premises in line with the business set out in the lease. It may add related or complementary activities by expressly notifying the landlord; changing the business requires the landlord's prior and express consent.
• Subletting. It is prohibited unless the lease provides otherwise. If allowed, the landlord must be told in writing, otherwise the sublease cannot be enforced against them.
• Assignment. It must be formally served or notified to the landlord, with the assignee's full identity. The landlord's consent is required, unless the tenant assigns the lease together with everything that makes the business operate.
• Renewal. A tenant who has operated the agreed business for at least two years is entitled to renewal, and the contract cannot rule it out. Set out how to request it and the deadlines.
• Termination. The lease may contain an automatic termination clause, but any court claim for termination must be preceded by a formal notice. For an open-ended lease, also set the notice period.

Finally, say who repairs what: major repairs fall on the landlord and maintenance repairs on the tenant, but the contract can spell out the split.

What the OHADA Uniform Act says

The reference text is the Uniform Act on General Commercial Law, revised in Lomé on 15 December 2010. Its Book 6 (title 1) devotes articles 101 to 134 to business leases. The 17 OHADA member states, including Côte d'Ivoire, apply it. The key points, taken from the text itself (in French):

• Art. 103 and 104. A lease is an agreement that is "written or not"; the term is free, fixed or open-ended, and without a written agreement or fixed term the lease is open-ended. A written lease remains the best way to prove what was agreed.
• Art. 116 and 117. The rent is freely set. Failing a written agreement on the new amount, the competent court decides, taking into account in particular the location of the premises, their size, their age and the rents charged nearby for similar premises.
• Art. 123 and 124. The right to renewal is acquired by a tenant who has operated the agreed business for at least two years. A renewed lease is concluded for at least three years. For a fixed-term lease, the tenant must request renewal at the latest three months before expiry, by bailiff's service or by notice that establishes receipt; after that, the right is lost.
• Art. 125. For an open-ended lease, a party wishing to end it gives at least six months' notice, by bailiff's service or by notice that establishes receipt.
• Art. 126 and 127. The landlord may refuse renewal by paying an eviction indemnity; they are exempt in limited cases, such as a serious and legitimate reason or a plan to demolish and rebuild.
• Art. 133. A court claim for termination must be preceded by a formal notice, which must state the clauses breached and allow one month from receipt.
• Art. 134. Several provisions are public policy, including those on renewal (art. 123 to 127) and termination (art. 133): the contract cannot rule them out.

Sources consulted (in French): the Uniform Act page on ohada.org and the full text of the Uniform Act of 15 December 2010. For registering the lease with the tax authorities, the eRegulations Côte d'Ivoire portal describes the procedure.

For a step-by-step walkthrough (points to settle, deadlines to remember, signing and registration steps), read our guide to the OHADA commercial lease in Côte d'Ivoire (in French).

This template is provided for guidance only: have it reviewed by a lawyer or notary before signing. The generated lease is in French, the legal language in Côte d'Ivoire.