A commercial lease may contain various clauses governing the assignment of the lease or the subletting of the premises.
The lease may include provisions specifying the terms under which the tenant must inform the landlord of their intention to assign the lease or sublet the premises, as well as the information that must be provided to them.
The Civil Code of Québec stipulates that a tenant who wishes to assign their lease or sublet all or part of the property must give the landlord notice of their intention and provide the name and address of the person to whom they intend to assign the lease or sublet the premises. The landlord cannot refuse their consent without a serious reason.
In a lease other than a residential lease, the parties may also agree that the tenant who assigns their lease remains responsible for their obligations to the landlord after the assignment.
A lease assignment must be distinguished from a change in the shareholding of a tenant company. When a tenant company's shares change ownership, the company generally remains the same legal entity and remains the tenant. However, the lease may contain a change of control clause outlining certain consequences when a significant change occurs in its control or shareholding.
It is therefore important to carefully review the lease provisions regarding assignment, subletting and, where applicable, changes of control of the tenant company.