Assignment and subletting are the two ways a tenant passes leased space to someone else before the term ends: assignment transfers the whole lease to a new tenant, while a sublease creates a second lease underneath the existing one and leaves the original tenant liable for the head rent. Under Slovak law neither route works without the landlord’s consent – for a sublease the statute demands written consent, and a lease transfer is only possible where the contract allows it. The alienation clause negotiated at signature therefore decides how much these exit routes are worth.
What assignment and subletting mean
The two routes solve the same problem in different ways. In an assignment, the outgoing tenant transfers its entire position under the lease agreement to an incoming tenant: the newcomer steps into the rent, the term and the obligations, and the relationship with the landlord passes across. In a sublease, the original tenant stays exactly where it is. It remains the landlord’s counterparty, keeps paying the head rent, and lets all or part of the premises to a subtenant under a separate, second contract that sits beneath the head lease. The commercial difference follows directly: a transfer is a full exit, while a sublease is a partial one in which the head tenant keeps the liability and pockets – or subsidises – the difference between the two rents. Which route fits depends on why the space is surplus. A business leaving the country wants a clean handover; a business with two spare bays and five years left on the term usually wants a subtenant, not a successor.
The Slovak legal framework: consent is the gate
Slovak leases of industrial space live under two layers of law: the general rules of the Civil Code, Act No. 40/1964 Coll., and the specific regime of Act No. 116/1990 Coll. on the lease and sublease of non-residential premises, which covers space used for business, commercial, administrative and storage purposes. On subletting the statute is blunt: a tenant may sublet non-residential premises only with the landlord’s written consent, and only for a limited period of time. Subletting without that consent is not a technical foul – it is one of the enumerated grounds on which a landlord may terminate even a fixed-term lease early. On transfers the position is just as restrictive, from the opposite direction: under Slovak law a lease cannot simply be transferred to a new tenant unless the parties have agreed otherwise, so any change of tenant needs the landlord’s prior consent and cooperation, typically documented in a trilateral agreement. The statute, notably, sets no standard for that consent. Nothing in the default law obliges a landlord to act reasonably, respond by a deadline, or give reasons – whatever discipline exists must be written into the lease.
How consent works in practice
Because the statute leaves consent entirely open, the real rules are negotiated at the start, in the alienation provisions of the lease – and experienced occupiers negotiate them alongside the rent, not after signature. The standard toolkit has four parts. First, a group-company carve-out: transfers and subleases to affiliates should be permitted with notice rather than consent, so a corporate restructuring does not depend on the landlord’s goodwill. Second, a defined consent standard – consent not to be withheld except on stated grounds such as the incoming occupier’s covenant strength – together with a response deadline, so silence cannot stall a transaction. Third, the landlord’s legitimate conditions: financial information on the incoming tenant, a guarantee or deposit where the covenant is weaker, and a clean record of the premises’ condition so the handback obligations stay enforceable. Fourth, paperwork discipline: consents recorded in writing, with the exit treatment of alterations agreed in the same letter, because an undocumented consent helps nobody seven years later. None of this is exotic – institutional landlords in Slovakia process alienation requests routinely – but every part of it exists only if the lease says so.
Why the exit routes matter: the economics of surplus space
The value of these clauses shows up the moment space turns surplus – and across Europe that moment has become common enough to have a name. JLL measured the continent’s quiet sublease market, the so-called grey space, at around 600,000 square metres in the UK and over 1 million square metres in Germany as of December 2023, and observed that occupiers increasingly scan sublease availability before they ever approach the open market. For a tenant, a sublease rarely recovers the full head rent – the subtenant is buying a compromise, and prices it – but it converts a fixed cost into a partly covered one, which is often the difference between an affordable strategy and a write-off. An assignment can go further: where the passing rent sits below the market, the remaining term has transferable value, and where incentives such as a rent-free period or a fit-out contribution were amortised into the rent, the transfer terms decide who keeps that value. The landlord’s calculus mirrors the tenant’s: a solvent replacement occupier today is usually worth more than a statutory claim against a struggling tenant tomorrow, which is why most consent negotiations end in yes – on conditions.
Assignment and subletting in the Slovak industrial market
Slovak industrial leases typically run five to ten years with institutional landlords, and the market’s practice has hardened around that reality: alienation requests are a routine part of portfolio life, not an insult to the relationship. Subleasing is the workhorse – a logistics operator with a spare bay, a manufacturer bridging a slow ramp-up, an occupier overlapping two locations during a relocation all pass space downwards for a defined period, with the head lease untouched. Transfers cluster around corporate events: acquisitions, carve-outs and country exits, where the incoming party wants the space precisely because the departing one built its operation there. In built-to-suit projects the consent conversation is sharpest, because the building was engineered for one user and the landlord will scrutinise what any replacement occupier means for the asset’s next decade. The practical guidance for occupiers follows from all of it. Treat the alienation clause as part of the exit strategy alongside the break option; secure the group carve-out and a consent standard at heads of terms while the landlord is still competing for you; and when surplus space appears, start the consent conversation early – the tenant who asks twelve months ahead negotiates, the one who asks twelve weeks ahead pleads.
Frequently Asked Questions
Can I sublet my warehouse in Slovakia without the landlord’s consent?
No. Act No. 116/1990 Coll. permits subletting non-residential premises only with the landlord’s written consent and only for a limited period. Subletting without consent is a statutory ground on which the landlord can terminate the lease early – the attempt to save money on surplus space can cost the entire tenancy.
What is the difference between assignment and subletting?
An assignment transfers the whole lease: the incoming tenant replaces the outgoing one as the landlord’s counterparty. A sublease leaves the head lease intact and creates a second lease beneath it – the original tenant stays liable for the full rent and recovers what it can from the subtenant.
Does my liability end when the lease is assigned?
Only if the documents say so. Because Slovak law makes a transfer depend on agreement, the practical route is a trilateral arrangement between landlord, outgoing and incoming tenant – and whether the outgoing tenant is fully released, kept on as guarantor, or released in stages is exactly what that document negotiates. Ask for an express release; do not assume one.
Can the landlord refuse consent for any reason?
Under the statutory default, effectively yes – the law sets no reasonableness standard and no deadline. That discipline has to come from the lease itself, which is why well-advised tenants negotiate a defined consent standard, stated refusal grounds and a response period at heads of terms, before the balance of power shifts.
What happens to a subtenant if the head lease ends?
A sublease depends on the head lease above it – the statutory rule that consent covers only a limited period reflects that hierarchy, and a sublease cannot outlive the tenancy it sits under. Subtenants of substance therefore review the head lease terms, and sometimes seek direct arrangements with the landlord before committing to fit-out.