Leasing a shop, showroom or office in Bangladesh involves much more money and risk than renting a flat. Commercial tenants often pay large advances or position money (salami), spend lakhs on interior fit-out, and expect to stay for several years. Landlords, in turn, need protection against unpaid rent, misuse of the premises and messy exits. Yet many commercial deals in Dhaka, Chattogram and other cities are still sealed with a two-page agreement copied from a stationery shop. When something goes wrong, nobody can say for sure what was agreed.
This article gives you a complete commercial lease template in English for shops and offices in Bangladesh, written in plain language with fill-in-the-blank fields. Before the template, you will find guidance on the key clauses, a comparison of residential and commercial terms, a worked rent escalation example, and a checklist for signing and registration. Use it as a starting point and have a lawyer review the final version for your specific deal.
Disclaimer: This is general information and a sample document, not legal advice. Laws on stamp duty, registration, VAT and tax deduction on rent change over time. Please have a qualified lawyer and tax adviser check your final agreement and current rules.
How a Commercial Lease Differs from a Residential Agreement
A commercial lease covers business use, which brings issues that do not arise with a family flat. The table below summarises the main differences.
| Topic | Typical residential flat | Typical commercial shop/office |
|---|---|---|
| Term | Often 1–2 years | Often 3–10 years, sometimes with renewal options |
| Upfront money | Security deposit and/or advance rent | Advance, security deposit and sometimes position money (salami) |
| Rent increase | Negotiated at renewal | Fixed escalation clause, e.g. every 1–3 years |
| Fit-out | Minimal | Tenant interior works, signage, possible rent-free fit-out period |
| Permitted use | Residence | Specific business activity must be named |
| Tax and VAT | Income tax for landlord | VAT and tax deduction at source may also apply depending on current law and parties |
| Licences | Not usually | Trade licence and other permits in the tenant's name |
| Exit | Simple handover | Reinstatement of premises, removal of fit-out, signage |
Key Clauses Every Commercial Lease Should Contain
1. Parties and premises
Identify both parties fully — for a company, use its registered name, registration number, address and the name and designation of the authorised signatory. Describe the premises precisely: building, floor, shop or unit number, area in square feet, and whether the area is carpet area or includes a share of common space. Attach a floor plan if possible.
2. Term, commencement and renewal
State the start date, end date, and whether there is a lock-in period during which neither side can terminate except for breach. If you offer a renewal option, set how and when the tenant must notify you and how the new rent will be decided.
3. Rent, service charge and escalation
Specify the monthly rent, the due date, the payment method, and whether the rent includes or excludes service charge, VAT and utilities. Commercial leases usually include a fixed escalation, for example 5–10% every one or two years (these figures are illustrative; the actual rate is a commercial decision between the parties). See our guide on commercial rent review and escalation.
4. Advance, security deposit and position money
Record clearly how much was paid, what it is for, and how it is treated. An advance is usually adjusted against future rent in instalments. A security deposit is held against damage or dues and returned at the end. Position money (salami) is often non-refundable or partly refundable depending on local practice and agreement — write the exact treatment. For background, read what is salami in shop rent.
5. Permitted use and licences
Name the business activity (for example, "retail sale of ready-made garments"). Prohibit hazardous, illegal or nuisance activities. Require the tenant to obtain and maintain its own trade licence and other permits.
6. Fit-out, alterations and signage
Set out what the tenant may change, the approval process for drawings, any rent-free fit-out period, and rules for shop signs and billboards. For fit-out periods, see rent-free periods in commercial leases.
7. Maintenance, utilities and insurance
Divide responsibilities: usually the landlord handles structure, roof and common areas, while the tenant maintains the interior, fixtures and its own equipment. State how electricity is metered (separate meter or sub-meter), who pays water and generator costs, and who insures what.
8. Default, termination and exit
Define what counts as default (for example, rent unpaid for a set number of months), the notice to cure, and the landlord's remedies. Set notice periods for termination, the condition in which the premises must be returned, and the deadline for returning the security deposit after deductions.
Worked Example: Rent Escalation and Advance Adjustment
For example (illustrative): a shop is leased for 5 years at Tk 60,000 per month, with a 10% increase every 2 years, and an advance of Tk 6,00,000 adjusted at Tk 10,000 per month.
| Period | Monthly rent | Advance adjusted | Cash payable per month |
|---|---|---|---|
| Years 1–2 | Tk 60,000 | Tk 10,000 | Tk 50,000 |
| Years 3–4 | Tk 66,000 (60,000 × 1.10) | Tk 10,000 | Tk 56,000 |
| Year 5 | Tk 72,600 (66,000 × 1.10) | Tk 10,000 | Tk 62,600 |
The advance of Tk 6,00,000 ÷ Tk 10,000 = 60 months, so it is fully adjusted by the end of the 5-year term. Writing the schedule into the lease removes any argument later about how much advance remains. If the tenant leaves early, the lease should say whether the unadjusted balance is refunded, and within what time.
Commercial Lease Template (Fill in the Blanks)
Replace everything in [square brackets]. Remove clauses that do not apply, and add schedules (floor plan, inventory, fit-out drawings) as annexures.
COMMERCIAL LEASE AGREEMENT
This Lease Agreement is made on [Date] at [City], Bangladesh.
BETWEEN [Landlord full name], son/daughter/wife of [Name], NID No. [Number], of [Address] (or [Company Name], a company registered in Bangladesh, having its registered office at [Address], represented by [Name, Designation]), hereinafter called the "Landlord", of the ONE PART;
AND [Tenant full name / Company Name], [NID No. / Registration No.], of [Address], represented by [Name, Designation], hereinafter called the "Tenant", of the OTHER PART.
1. Premises. The Landlord leases to the Tenant [Shop/Office] No. [__], [Floor], [Building Name], [Holding No.], [Road], [Area], [City], measuring approximately [__] square feet, as shown in Annexure A (the "Premises"), together with the right to use common areas, stairs, lifts and [__] parking space(s).
2. Term. The lease shall be for [__] years commencing on [Date] and ending on [Date]. The first [__] months shall be a lock-in period during which neither party may terminate except for material breach.
3. Fit-out period. The Tenant shall have [__] days from [Date] to complete interior works, during which [no rent / [__]% of rent] shall be payable. Service charge and utilities during this period shall be paid by the [Tenant].
4. Rent. The monthly rent shall be Tk [Amount] (Taka [in words]), payable in advance on or before the [__] day of each month by [bank transfer to A/C No. ___ / cheque / other]. The Landlord shall issue a receipt for each payment.
5. Escalation. The rent shall increase by [__]% every [__] year(s) from the commencement date, calculated on the rent payable immediately before the increase.
6. Service charge. The Tenant shall pay a monthly service charge of Tk [Amount] [or Tk __ per sq ft] covering [security, cleaning, common electricity, lift, generator for common areas]. The service charge may be revised [annually] based on actual costs with [__] days' written notice.
7. Advance and security deposit. The Tenant has paid (a) an advance of Tk [Amount], to be adjusted against rent at Tk [Amount] per month from [Month/Year]; and (b) a security deposit of Tk [Amount], which shall not bear interest and shall be refunded within [__] days of handover after deducting any unpaid rent, charges, or cost of damage beyond normal wear and tear. [Position money (salami) of Tk ___ has been paid and shall be treated as follows: ___.]
8. Taxes and VAT. Rent is [exclusive / inclusive] of VAT. Where applicable law requires VAT or deduction of tax at source on rent, the parties shall comply, and the party deducting shall provide the relevant certificate or challan copy to the other party within [__] days.
9. Permitted use. The Premises shall be used only for [describe business]. The Tenant shall not use the Premises for any illegal, hazardous or offensive purpose, store flammable materials beyond normal business stock, or use it for residence.
10. Licences and compliance. The Tenant shall obtain and maintain at its own cost a trade licence and all permits required for its business and shall comply with fire safety, building and city corporation rules.
11. Alterations and signage. The Tenant shall not make structural changes. Interior works and signage require prior written approval of drawings by the Landlord, and shall comply with building rules. Signage shall be installed only at [location].
12. Utilities. Electricity shall be supplied through [a separate meter in the Tenant's name / a sub-meter, billed monthly at the supplier's rate plus ___]. Water, gas and generator charges shall be paid as follows: [__].
13. Maintenance. The Landlord shall maintain the structure, roof, external walls and common facilities. The Tenant shall keep the interior, fixtures, shutters, glass and its own equipment in good condition and repair damage caused by it, its staff or customers.
14. Insurance. The Landlord [may] insure the building. The Tenant shall insure its stock, fit-out and equipment and shall not do anything that invalidates the building insurance.
15. Assignment and sub-letting. The Tenant shall not assign, sub-let, share or transfer possession of the Premises or any part of it without the Landlord's prior written consent.
16. Access. The Landlord may enter the Premises at reasonable times with [24] hours' notice for inspection or repair, and at any time in an emergency.
17. Default. If rent or charges remain unpaid for [__] days after the due date, or the Tenant breaches any term and does not remedy it within [__] days of written notice, the Landlord may terminate this lease by written notice and recover dues in accordance with law. [A late payment charge of ___ may apply.]
18. Termination by notice. After the lock-in period, either party may terminate by giving [__] months' written notice.
19. Handover. On expiry or termination, the Tenant shall return the Premises with all keys in the condition recorded in the handover report (Annexure B), subject to normal wear and tear, and shall [remove / leave] its fit-out and signage and make good any damage.
20. Force majeure. Neither party shall be liable for delay caused by events beyond reasonable control such as fire, flood, earthquake or government orders. [If the Premises become unusable for more than ___ days, rent shall be suspended / either party may terminate.]
21. Notices. Notices shall be in writing and delivered by hand, registered post or email to the addresses above.
22. Disputes and governing law. This lease is governed by the laws of Bangladesh. The parties shall first try to settle disputes amicably [or through mediation/arbitration], failing which the competent court at [City] shall have jurisdiction.
23. Stamp and registration. This agreement shall be executed on non-judicial stamp paper of the value required by law and [registered] as required under applicable law. Costs shall be borne by [__].
IN WITNESS WHEREOF the parties sign on the date above.
Landlord: ____________________ Tenant: ____________________
Witness 1: Name, address, NID ________ Witness 2: Name, address, NID ________
Annexure A: Floor plan. Annexure B: Handover condition report and inventory. Annexure C: Approved fit-out drawings.
Checklist Before Signing
- Verify the tenant's identity: NID of individuals, and for companies, registration documents and board authority for the signatory.
- Check the trade licence or the tenant's plan to obtain one for the named business.
- Confirm the landlord's ownership documents and, in a market or mall, whether the owners' committee or developer has any rules on use and signage.
- Agree and attach the handover condition report with photographs.
- Confirm the correct stamp paper value and whether registration is required for your lease term; ask a lawyer or deed writer for current rules under the Stamp Act and the Registration Act.
- Clarify VAT and tax deduction responsibilities with a tax adviser, especially if the tenant is a company, bank or organisation that may be required to deduct tax.
- Issue money receipts for every advance, deposit and salami payment.
Common Mistakes in Commercial Leases
- Vague premises description. Without the unit number and area, disputes arise over storage space, frontage or parking.
- No written escalation. "Rent will be increased as per market" leads to arguments every renewal.
- Unclear treatment of salami. Whether position money is refundable must be in writing.
- Ignoring VAT and tax deduction. Missing certificates or wrong treatment can cause trouble with tax authorities for both sides.
- No reinstatement clause. Tenants may leave behind heavy fit-out, broken floors or signage that costs the landlord to remove.
- Allowing informal sub-letting. A shop quietly handed to a third party creates enforcement problems.
- Not recording advance adjustment. Without a schedule, both sides lose track of the remaining balance.
If you are still looking for good shop tenants, our guide on leasing retail space covers screening, tenant mix and marketing.
Managing the Lease After Signing
A well-written lease only helps if you follow it. Diary the escalation dates, service charge review dates and renewal notice deadlines. Keep a ledger for each tenant showing rent, service charge, electricity, advance adjustment and any tax deducted at source. Issue receipts for every payment and keep copies of tax certificates received from corporate tenants. At least once a year, walk through the premises to check condition and compliance with the permitted use.
Final Thoughts
A clear commercial lease protects both sides: the tenant knows its rights to the space and the cost of occupying it, and the landlord knows how rent will grow, how deposits and salami are treated, and what happens on default or exit. Use the template above as a foundation, fill every blank carefully, attach the floor plan and handover report, and have a lawyer review the final draft before signing.
For market and building owners with many shops, Bariwala ERP (বাড়িওয়ালা ERP) can store each tenant's agreement, generate monthly rent and service charge invoices in bulk, track advance adjustments, bill sub-metered electricity and show a due list — helping you apply the lease terms consistently every month.
সাধারণ প্রশ্ন ও উত্তর
Do commercial leases in Bangladesh need to be registered?
Registration requirements depend on the lease term and current law under the Registration Act and related rules. Ask a lawyer or deed writer to confirm whether your specific lease must be registered and what it will cost.
What stamp paper value is needed for a shop lease?
The required stamp duty depends on the rent, advance and term under the Stamp Act as currently amended. Rates change, so confirm the current value with a lawyer or deed writer before printing the agreement.
Is VAT payable on commercial rent in Bangladesh?
VAT and tax deduction at source can apply to rent depending on the property, the parties and the current law. Check with a tax adviser or NBR guidance and write clearly in the lease whether rent is inclusive or exclusive of VAT.
What is a typical rent escalation for shops?
Escalation is negotiated between landlord and tenant; many leases use a fixed percentage every one to three years. Whatever you agree, write the percentage and timing explicitly in the lease.
Is position money (salami) refundable?
It depends on the agreement and local practice. Some salami is non-refundable, some is partly refundable or transferable; the lease must state exactly how it will be treated.
Can a commercial tenant sub-let the shop?
Only if the lease allows it. Most landlords require prior written consent for any sub-letting, sharing or transfer of possession.
Can I use this template for a mall or market shop?
Yes, as a starting point, but also check the market committee's or mall management's rules on trading hours, signage and service charges, and have a lawyer review the final draft.