De inbreng van een verhuurd onroerend goed: Tegenwerpelijkheid van de lopende huurovereenkomst aan de verkrijgende vennootschap
This article studies the contribution in kind of leased real estate and the position of the tenant. It starts with an overview of the basic principles of company law with respect to contributions in kind. The paper assesses the tenant’s prevailing rights against a subsequent acquirer – id est a company –of the leased property. That said, we address the question to what extent a contribution in kind is similar to a sales agreement vis-à-vis the position of the tenant. Originally, leases were subject to general law, meaning that an acquirer was free to evict the tenant without compensation and without offering a renewal of the lease. Practical concerns have led to the creation of a general legal regime to protect the tenant and special legal regimes for residential, commercial and agricultural leases. Only for the former two we study the similarities of sale and contribution and we stress the importance of the concept of a "fixed legal lease date". We deal with the additional mandatory grounds a company has to take into account to end a residential and commercial lease contract which was contributed in kind. Finally we look at the contractual pre-emptive rights of the tenant in case of a contribution in kind of the leased immoveable property.