Missouri Commercial Lease Agreement

Overview

A Missouri commercial lease agreement is a legally binding contract that formalizes an arrangement between a commercial landlord and a business tenant for the rental of retail, office, industrial, or other commercial space. The agreement outlines all terms and conditions of the lease, including duration, rent amount, security deposit, expense allocation, insurance requirements, repair policies, and renewal options.

Missouri commercial leases are governed primarily by RSMo Chapters 441, 534, and 535. Unlike residential leases, commercial leases offer greater freedom to negotiate terms but provide fewer statutory protections for tenants. ^[1]

Standard lease terms include:

Duration of the contract (lease term)

Cost of rent and payment schedule

Description of the property

Insurance requirements

Renewal options

Expense allocation method (NNN, Gross, Modified)

Security deposit provisions

Permitted uses of the premises

Assignment and subletting restrictions

Default and remedies

Required Disclosures

Missouri law requires the following disclosure in commercial lease transactions:

Broker Relationship Disclosure

*(Conditional) *A real estate licensee providing brokerage services to one or more parties to a transaction must disclose the nature of their agency relationship to all other parties. ^[2]

Disclosure requirements by agent type:

Seller's/Landlord's Agent: Must disclose no later than the first showing to an unrepresented buyer/tenant

Buyer's/Tenant's Agent: Must disclose no later than the first showing to an unrepresented seller/landlord

Dual Agent: Must disclose immediately upon the occurrence of dual agency to all parties

Transaction Broker: Must disclose no later than the first showing or upon establishing the relationship

The Missouri Broker Disclosure Form must be provided to fulfill this requirement. ^[3]

Expense Structure Types

Commercial leases in Missouri typically use one of three expense structures. The expense structure determines which party pays for operating costs:

Triple Net (Nnn) Lease

Tenant pays for all operating expenses, including property taxes, insurance, and common area maintenance (CAM). The landlord receives "net" rent without deducting these costs. This is the most common structure for freestanding retail and industrial properties.

Gross Lease

Landlord pays for all operating expenses. The tenant pays a flat rental amount, and the landlord is responsible for property taxes, insurance, and maintenance costs. This is common in multi-tenant office buildings.

Modified Gross Lease

*Operating expenses typically include: *property taxes, insurance, common area maintenance, landscape maintenance, HVAC maintenance, utilities, janitorial services, and similar costs.

Key Agreement Sections

A comprehensive Missouri commercial lease agreement should include the following sections:

I. The Parties: Landlord and tenant identification with complete mailing addresses

II. Description of Leased Premises: Street address, square footage, type of space (retail, office, industrial), legal description if applicable

III. Use of Leased Premises: Permitted uses - either all purposes legal under law or specific purposes only. Changes typically require landlord's prior written consent

IV. Term of Lease: Initial term with specific commencement and expiration dates

V. Security Deposit: Amount required (if any), holding requirements, conditions for use and return

VI. Rent: Monthly base rent, due date, percentage rent options (if applicable), and payment frequency

VII. Late Fee: Grace period (if any), fee structure (flat fee or percentage)

VIII. Expenses: Expense allocation based on lease type (triple net, gross, or modified)

IX. Insurance: Required coverage types and minimum amounts

X. Maintenance and Repairs: Allocation of maintenance responsibilities

XI. Assignment and Subletting: Restrictions and approval requirements

XII. Default and Remedies: Conditions constituting default and available remedies

XIII. Signatures: Execution by both parties with dates

Security Deposits

Deposit Limits

Missouri limits security deposits to a maximum of two months' rent under RSMo Section 535.300. ^[4]

Holding Requirements

All security deposits must be held in a bank, credit union, or depository institution insured by a federal agency. Any interest earned on the deposit belongs to the landlord.

Return Requirements

Upon termination of the tenancy, the landlord must return the security deposit (minus any lawful deductions) within 30 days after the termination date. The landlord must either return the full deposit or provide a written itemized list of deductions along with the remaining balance. Mailing to the tenant's last known address satisfies this obligation. ^[4]

Allowable Deductions

Unpaid rent due under the rental agreement

Restoration of the dwelling unit to its condition at commencement (ordinary wear and tear excepted)

Carpet cleaning costs if pre-agreed in the lease (receipts required)

Damages from inadequate lease termination notice (if landlord attempts to mitigate)

Commercial Tenant Limitation

Tenant Inspection Rights

Tenants have the right to be present at the inspection of the premises after receiving reasonable written notice from the landlord.

Assignment and Subletting

Written Consent Requirement

Under RSMo Section 441.030, tenants with leases of two years or less may not assign or transfer their lease interest to another party without the written assent of the landlord. ^[6]

Penalty for Unauthorized Transfer

Exception for Long-Term Leases

The written consent requirement applies only to leases of two years or less. Missouri case law suggests that tenants with leases exceeding two years may have greater freedom to assign without landlord consent (Crestwood Plaza, Inc. v. Kroger Co., 520 S.W.2d 93, 1975). ^[7]

Lease Provisions

Commercial leases should clearly specify:

Whether assignment or subletting is permitted

Consent requirements (cannot be unreasonably withheld, etc.)

Whether tenant remains liable after assignment

Any transfer fees or conditions

Rights of first refusal for the landlord

Eviction and Default

Types of Eviction Actions

Missouri provides two primary eviction remedies: ^[8]

Unlawful Detainer (RSMo Chapter 534): Used when a tenant remains after lease termination or breach. The only issue is the immediate right of possession. Payment of rent will NOT stop this action.

Rent and Possession: Used specifically for nonpayment of rent. The tenant can stop this action by paying the rent owed.

Notice Requirements by Situation

Self-Help Evictions Prohibited

Removes or excludes a tenant without judicial process and court order

Interrupts or causes interruption of essential services (electric, gas, water, sewer)

Changes locks without court authorization

Removes tenant's property without court order

is guilty of forcible entry and detainer under RSMo Section 441.233 and may be liable for damages. ^[9]

Court Timeline

Court hearings for unlawful detainer or nonpayment of rent must be held within 21 days from the date the court issued the Summons and Complaint.

Waiver Concerns

Caution for Landlords: Accepting rent after a tenant's breach may imply a waiver of the right to declare forfeiture for that breach. Landlords seeking to remove tenants via Unlawful Detainer should be careful not to accept rent payments after the default.

Duty to Mitigate

Commercial landlords are generally expected to make reasonable efforts to re-let the premises after a tenant's default or abandonment, thereby mitigating damages.

Termination Notice Requirements

RSMo Section 441.060 establishes notice requirements for tenancy termination: ^[10]

Late Fees and Rent

No Statutory Cap on Late Fees

Missouri state law is silent on maximum late fees and grace periods for commercial leases. Landlords can charge any late fee amount, provided:

The fee is clearly stated in the lease agreement

The fee is not so excessive as to be unconscionable

The fee serves as compensation for damages, not as a penalty

Reasonable Fee Guidance

While no statutory cap exists, courts may look to RSMo Section 415.417 (self-storage facilities) for guidance, which deems $20 or 20% of monthly rent (whichever is greater) as a reasonable late fee.

Rent Control Prohibited

Acceleration Clauses

A properly drafted acceleration clause (requiring all remaining rent to become due upon default) may be enforceable in Missouri commercial leases. General contract principles suggest enforceability if the clause is clearly written and represents a reasonable estimate of damages.

Ada Compliance

Shared Responsibility

General Division of Responsibilities

Landlord typically responsible for:

Building structure and systems

Common areas, hallways, lobbies

Parking facilities

Exterior accessibility

Tenant typically responsible for:

Issues within tenant's exclusive control

Interior modifications and fixtures

Tenant-installed equipment and signage

Penalties for Non-Compliance

The Department of Justice can impose fines:

First violation: Up to $75,000

Subsequent violations: Up to $150,000

Recommended Lease Provisions

Commercial leases should address:

Representations and warranties about current ADA compliance status

Allocation of retrofitting responsibility

Future liability allocation between parties

Compliance cost allocation

Insurance Requirements

No Statutory Mandate

Missouri does not have statutory requirements mandating specific insurance coverage in commercial leases. Insurance requirements are contractual and must be negotiated in the lease agreement.

Common Required Coverages

General Liability: $1,000,000 per occurrence, $2,000,000 aggregate (typical)

Commercial Property: Coverage for tenant's property, fixtures, and improvements

Business Interruption: Coverage for lost income due to covered events

Workers' Compensation: Required if tenant has 5+ employees under Missouri law

Additional Insured Requirements

Landlords typically require:

To be named as additional insured on tenant's liability policy

Certificate of insurance (ACORD-25 for liability, ACORD-27 for property)

30-day written notice before policy cancellation

Evidence of coverage before lease commencement

Resources

The following sources were consulted in the preparation of this document. All statutory citations are current as of November 2025.

Missouri Statutes and Regulations Cited