Commercial lease renewal action: requirements for renewing a lease and protecting the business

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An entrepreneur spends years building up business premises: investing in renovations, winning customer loyalty, making that address part of the business's identity. Then the lease agreement nears its end — and the fear sets in: what if the owner does not want to renew? And what if they do, but triple the rent? For many businesses, losing the premises means losing what was built.

The law protects tenants who meet its requirements, but that protection has a filing deadline. Missing the statutory window can defeat compulsory renewal even while negotiations continue. The cost of inaction may include relocation and loss of customers, without necessarily creating a right to compensation.

In this guide, you will understand what the commercial lease renewal action is and what it protects, who is entitled to it (the requirements of art. 51), what the deadline to file the action is and why it is so sensitive, how the tacking of lease terms works, when the owner may recover the premises, what changes in shopping malls, and what happens if renewal is denied. At the end, a worked example with numbers, the most common mistakes and a checklist.

What is the commercial lease renewal action and what does it protect?

The commercial lease renewal action (ação renovatória) is the procedure through which a tenant seeks compulsory renewal, even without the landlord’s consent. Articles 51 and 71–75 of Law 8.245/1991 govern its requirements and procedure. Success depends on those requirements and any proven legal defense.

It protects the business goodwill associated with the location: customers, reputation and other value developed by the tenant. It does not transfer ownership of the property or remove the landlord’s statutory rights. The action balances business continuity with the limits of the lease relationship.

It is worth noting the historical origin: protection of the business premises arose with Decree 24.150/1934, the famous "Lei de Luvas" (Key Money Law), now repealed and replaced by Law 8.245/91, which consolidated the subject. The purpose of this is simple to explain: the renewal action recognizes that the business premises have value, and that this value belongs to whoever built it.

The law also defines who has standing. Besides the tenant, an assignee or successor to the lease may qualify; where the whole property is sublet, only the subtenant may exercise the renewal right (article 51, §1). Sections 2 and 3 address business operation through a company and continuity after a partner’s death. Standing and the contractual and legal conditions must be established; continuing to trade is not enough by itself.

Who is entitled to renewal? The requirements of art. 51

Not every commercial lease gives rise to a right of compulsory renewal. Art. 51 of Law 8.245/91 requires three requirements, which must all be present at the same time (cumulative):

• A written lease for a fixed term. A verbal or indefinite-term lease does not allow the renewal action — a written lease with defined start and end dates is required.

• A minimum term of five years. The lease to be renewed must have a term of at least five years, or the uninterrupted sum of successive written leases must reach five years (the so-called accessio temporis, which we will examine below).

• Three years in the same line of business. The tenant must have been carrying on its business, in the same line of activity, at the premises, for the uninterrupted minimum period of three years.

Article 71 also requires proof of exact compliance with the current lease and payment of the property taxes and charges assigned to the tenant. The required evidence and any payment issues should be reviewed before filing, including legally permitted regularization or installment arrangements.

What is the deadline to file the commercial lease renewal action?

This is the most sensitive point of the entire renewal action — and the one that causes the most harm. Art. 51, §5, of Law 8.245/91 provides that the action must be filed within the window between one year (at most) and six months (at least) before the date on which the lease in force ends.

For example, if the lease ends on December 31, 2026, filing should be organized during the first half of 2026, with attention to the June 30, 2026 deadline. The statutory window spans six months, but the actual calculation requires checking the express contractual end date and court calendar. Six months is not the same as 180 days.

This is a forfeiture period (decadência), not an ordinary limitation period (prescrição). Under the general rule in article 207 of the Civil Code, negotiations do not suspend or interrupt it. If the deadline falls on a day without court business, check the applicable rule and court calendar before relying on the next business day; filing before the last available working day is advisable. This does not extend the lease itself or automatically add every day on which procedural deadlines are suspended.

Negotiations can continue without a new lease being signed. Negotiate and track the deadline in parallel: do not postpone filing beyond the cut-off in reliance on a promised agreement.

What is the tacking of lease terms (accessio temporis)?

Many businesses do not have a single five-year lease, but rather a sequence of shorter leases — of two or three years each — that were renewed over time. The law allows the terms of these successive written leases to be added together to reach the required five years: this is accessio temporis (art. 51, II).

The difficult issue is a gap between leases. The statute requires uninterrupted written contractual periods. Whether a gap can be accepted depends on its duration, cause and evidence; continued trading alone does not guarantee acceptance. Keep a continuous written contractual record and review any gap before relying on those periods.

For how long is the lease renewed?

The STJ recognizes a five-year renewal where successive leases are combined to meet the qualifying five years, even if the final lease was shorter. It also caps judicial renewal at five years where the previous agreement was longer (REsp 1.323.410/MG and REsp 1.990.552/RS). STF Súmula 178 is a historical precedent for that cap under Decree 24.150/1934.

Once this renewal ends, the right may be exercised again: with the requirements met once more and the deadline observed, a new renewal action is available. In other words, the business premises may be protected successively, in each five-year cycle.

What must the statement of claim contain? (art. 71)

In addition to the general procedural requirements, article 71 requires specific supporting documents. Missing documents may lead to an order to amend the claim or dismissal where appropriate. Prepare:

• Proof of the requirements of art. 51: the leases (to demonstrate term and continuity) and proof of the three years of activity in the same line of business.

• Proof of exact compliance with the lease in progress: proof of payment of rent and charges, demonstrating that there is no default.

• Proof of payment of taxes and charges on the property whose payment was the tenant's responsibility (IPTU, for example).

• A clear statement of the conditions offered for the new lease — in particular the proposed rent amount.

• Identification of the guarantor where the current lease uses that security, with evidence of current financial standing even if the guarantor remains unchanged. Acceptance of the guarantee obligations and any required spousal consent must be established. An assignee or successor must also produce the title enforceable against the owner.

Assembling this file takes time — one more reason to start early, and not on the eve of the forfeiture period (decadência).

When can the landlord recover the premises? (art. 52)

Even if the tenant meets all the requirements, the law recognizes situations in which the landlord is not required to renew and may recover the premises. They are set out in art. 52 of Law 8.245/91:

• Publicly ordered works or qualifying alterations (item I): officially required works involving a radical transformation, or alterations of the statutory kind that increase the value of the business or property. The defense requires the official order or the detailed report signed by a qualified engineer under article 72, §3.

• Own use or relocation of an existing business (item II): the landlord’s own use, or relocation of a business established for more than one year in which the landlord, spouse, ascendant or descendant holds a majority of the capital. Use for the same line of business is generally prohibited, except where the lease also covered the business itself, its installations and equipment.

Article 52, §3 provides for compensation where the landlord fails to use the property for the stated purpose or start the cited works within three months of handover. The legal basis and losses from relocation, loss of the location and reduced goodwill must be established. Article 44 has its own consequences for the conduct it defines, not an automatic penalty for every lease dispute.

What defenses can the landlord raise? (art. 72)

In its defense, the landlord cannot allege just anything: art. 72 limits the defense, as to matters of fact, to specific grounds:

• Failure to meet the requirements (item I): the claimant does not meet the requirements of art. 51 (term, line of business, regularity).

• Insufficient offer (item II): the rent offered by the tenant is below current market value, excluding the increase in value that the tenant itself brought to the premises. In this case, the landlord submits a counter-offer, and there is usually expert evidence to ascertain the value.

• Better offer from a third party (item III): there is an offer from a third party on better terms. The landlord must attach documentary evidence signed by the third party and by two witnesses, indicating a line of business different from the tenant's. Here, the tenant may, in reply, match the offer and keep the premises.

• Recovery grounds (item IV): the situations under art. 52 (works, own use, relocation).

It is worth noting: in the case of a third-party offer (item III), if renewal does not take place, the indemnification to the tenant is set in the judgment itself and is owed jointly and severally by the landlord and the offeror (art. 75).

Leases in shopping malls: what changes?

Renewal proceedings can apply to shopping-mall leases if the requirements are met. Article 52, §2 prevents refusal on either ground in item II: own use or relocation of an existing business. Other statutory defenses remain available. Article 54 recognizes agreed operating rules, promotion funds and charges, subject to legal limits.

In practice, this means that the mall retailer has the same right of renewal — subject to the same requirements as to term and activity — but must pay close attention to the specific clauses of the mall lease, which tend to be detailed.

Provisional rent and differences during the proceedings

Where the new rent is disputed, the landlord may request provisional rent in the defense, effective from the first month of the renewed period. Article 72, §4 requires sufficient evidence of fair rental value and caps provisional rent at 80% of the landlord’s request. That percentage is not an automatic award.

At the end, once the amount is set by the judgment, the rent differences accrued during the proceedings are enforced in the same case record and paid in a single lump sum (art. 73). For this reason, the amount proposed in the statement of claim must be realistic: an offer that is too low may generate a high difference to be paid in the end.

What if renewal is denied? Indemnification and vacating the premises

If the action is dismissed on the merits — because a requirement was missing, because the landlord proved a legitimate recovery, or because there was a better offer from a third party —, the result is non-renewal. Where requested in the defense, the judge orders the issuance of an eviction order, with a 30-day period for voluntary vacating of the premises (art. 74, as worded by Law 12.112/2009).

Compensation does not follow every refusal or the mere loss of the premises. It requires a statutory basis, such as a better third-party offer or failure to carry out the stated use or works, together with proof of the relevant losses.

Renewal, rent review and eviction: do not confuse the actions

Three actions under the Tenancy Law are often confused, and each serves a different moment:

• Commercial lease renewal action: brought by the tenant, to compulsorily renew the lease and protect the premises — always within the window of 1 year to 6 months before the end of the lease.

• Rent review action: brought by the landlord or the tenant to adjust the rent to the market, as a rule after 3 years of the lease's term or of the last agreement (art. 19). It does not renew the lease — it only revises the price.

• Eviction action: brought by the landlord to recover the premises, whether for non-payment or for the end of the lease where there is no right to (or request for) renewal.

Knowing which action applies — and when — avoids losing the deadline and the right. Not infrequently, the tenant who let the renewal window pass only realizes the mistake when an eviction action arrives from the other side.

Hypothetical example: Jorge’s coffee-shop renewal action

Imagine Jorge has operated a coffee shop in São Paulo for six years in the same line of business. His current fixed-term written lease lasts five years and ends on December 31, 2026. He pays R$8,000 monthly and meets his obligations. The landlord considers refusing renewal or charging R$14,000 per month. The people, amounts and outcomes below are fictional.

Jorge needs to track the filing deadline. For this expiry date, he organizes filing during the first half of 2026, with attention to June 30, 2026. In this example, he gathers the leases, payment evidence and tax documents and files in May 2026, offering monthly rent of R$10,000.

The landlord contests, saying the fair amount would be R$13,000 (art. 72, II) and requests a provisional rent. The judge sets the provisional rent at R$8,000 (within the 80% limit of the landlord's request) and orders expert evidence. The report concludes that the market rent, excluding the increase in value brought by the coffee shop itself, is R$11,500.

If the claim succeeds and that rent is set, the lease may be renewed for five years at R$11,500 monthly. For each month of the new lease period in which R$8,000 was paid, a R$3,500 difference would arise, before any other applicable adjustments; accrued differences are paid in one lump sum under article 73. The example illustrates deadline and financial planning. It is not a firm result or a guarantee of a similar outcome.

The most common (and costly) mistakes

In practice, the missteps that cost the most in a renewal action are predictable:

• Missing the forfeiture deadline. Negotiations do not replace timely filing. Do not rely on an extension without checking its legal basis and the court calendar.

• A verbal or indefinite-term lease. Without a written lease for a fixed term, there is no right to compulsory renewal. Formalizing the lease is the first step.

• Gaps between successive leases. Long gaps without a written lease compromise the tacking of terms (accessio temporis) and may make the five years unattainable.

• Insufficient evidence of compliance and tax payments. Article 71 requires documentation of the tenant’s obligations. Arrears, regularization and installment arrangements should be assessed before filing.

• An unrealistic rent offer. Offering an amount far below the market generates a counter-offer, expert evidence and a high difference to pay in the end.

• Changing the line of business. The protection is of the premises in that line of business; changing the type of trade may compromise the requirement of three years in the same activity.

Checklist: what to organize before the renewal action

To reach the renewal action in a strong position:

• Locate all the lease agreements (current and previous) and check terms and dates.

• Calculate the deadline window (between 1 year and 6 months before the end) and mark the cut-off date with room to spare.

• Gather proof of payment of rent and charges and the IPTU/tax clearance.

• Prove the three years in the same line of business (operating license, invoices, articles of association, promotional material).

• Establish the market value of the rent in order to formulate a realistic offer.

• Review the contractual security and any required evidence of solvency, acceptance and authorization. Do not assume different forms of security are automatically interchangeable.

• Consult a lawyer in advance, preferably in the penultimate year of the lease.

Frequently asked questions about the commercial lease renewal action

What is the commercial lease renewal action?

It is the procedure for seeking judicial renewal of a Brazilian commercial lease without the landlord’s consent, if the requirements of Law 8.245/1991 are met and no statutory defense succeeds. It protects goodwill associated with the location without transferring ownership to the tenant. The claim must be timely and set out the proposed renewal terms.

What are the requirements to be entitled to renewal of a commercial lease?

Article 51 requires a fixed-term written lease, at least five years under one lease or uninterrupted successive written leases, and three continuous years in the same line of business. Article 71 also requires evidence of contractual compliance, payment of taxes assigned to the tenant and other documents. Standing, the deadline and the landlord’s defenses must also be assessed.

What is the deadline to file the renewal action?

The claim must be filed between one year and six months before the contractual expiry date (article 51, §5). This is a forfeiture period, generally not suspended or interrupted by negotiations. If the deadline falls on a day without court business, the applicable extension rule and court calendar must be checked. Six months is not 180 days, and procedural suspensions do not automatically extend this window.

I missed the deadline for the renewal action. Can I still stay on the premises?

A negotiated renewal or the subsequent contractual position can still be considered, but missing the window prevents reliance on compulsory judicial renewal of that lease. The landlord must recover possession through lawful procedures, not unilateral eviction. Missing the deadline does not automatically create a right to goodwill compensation.

Is the property owner required to renew the commercial lease?

The landlord may be required to renew if the requirements and deadline are met, but articles 52 and 72 allow statutory defenses. A better third-party offer may have legal effect if the formalities and the tenant’s opportunity to accept it are respected. Article 45 invalidates clauses designed to evade statutory protection, not the exceptions in the law itself.

In which cases can the landlord recover the premises even when I have the right?

Article 52 covers qualifying works or alterations, own use and relocation of a business established for over one year with the required majority capital ownership. The restriction on the same line of business has an exception where the lease also covered the business, installations and equipment. A better third-party offer is addressed in article 72. Failure to carry out the stated use or works may trigger compensation under article 52, §3.

How long does the renewal last?

The STJ recognizes five years where successive leases are combined to meet the qualifying period, even if the last was shorter, and caps renewal at five years where the preceding lease was longer (REsp 1.323.410/MG and REsp 1.990.552/RS). Another renewal requires a fresh assessment and timely claim; it is not automatic.

What is the tacking of lease terms (accessio temporis) in the renewal action?

It allows uninterrupted periods of successive written leases to be combined to reach the five years under article 51, II. Any gaps require assessment of their duration, cause and documentation; continued trading alone does not ensure they will be accepted. Maintain a continuous written contractual record.

I have a store in a shopping mall in São Paulo. Does the renewal action apply?

Yes, if the requirements are met. Article 52, §2 prevents reliance on either ground in item II: own use or relocation of an existing business. Other statutory defenses remain available. Shopping-mall lease terms must be assessed under article 54 and the applicable legal limits.

Where is a commercial property renewal action heard in São Paulo?

Generally in the state courts at the location of the property, unless a valid choice-of-forum clause applies under article 58, II. Allocation within São Paulo depends on jurisdiction and court organization rules. Disputed rental value may require expert valuation evidence.

When should I consult a lawyer about the renewal action?

Early enough to review the leases, dates, payments, security and proposed terms before the filing window closes. The penultimate year can be a useful point to begin, without waiting for a refusal. The calculator is indicative and does not replace document review or the court calendar.

Protecting the premises means protecting the business itself

For many businesses, the address is part of the asset: it is where the customer base learned to find the company, where the investment in infrastructure was made, where the brand gained a face. The commercial lease renewal action exists precisely so that this value is not captured by the property owner at the moment of greatest vulnerability — the turn of the lease.

To use this protection, the tenant must act in time and prepare the evidence. Making lease review part of business planning allows renewal, negotiation and relocation options to be evaluated; filing alone does not guarantee continued occupation.

At Falchet e Marques Sociedade de Advogados, a firm in São Paulo (Av. Paulista), we work in commercial leasing and the commercial lease renewal action — from analyzing the leases and the forfeiture period (decadência) to formulating the rent proposal, supporting the statement of claim and assisting with the expert valuation process. If the lease of your business premises is nearing its end, it is worth reviewing the dates before the window closes.

Talk to our team on WhatsApp: +55 11 95901-1854 — and check whether you are still within the deadline to renew your business premises.