Commercial premium and key money in commercial property leases in Colombia

At the counter of any corner business you hear the same phrase: "the keys are owed to me" or "I want to charge the premium for transferring." These are two different things, and mixing them up is how the property owner and the merchant end up fighting. Here is the clear version, with what the Commercial Code says and what it does not say. This is general information: a specific contract should be reviewed by a lawyer.

Short answer: the Code does not give the tenant a "key money" claim against the landlord. It does protect their renewal, prohibits charging them a premium if they return to a rebuilt premises, and leaves the price of the goodwill within the sale of the business between merchants.

Premises, business and customer base

The premises is the building. The business establishment, according to article 515, is the set of assets organized by the entrepreneur for the purposes of the enterprise. These are different things, and that is where almost all the confusion comes from.

Article 516 lists, unless agreed otherwise, what forms part of the establishment: trade names and trademarks, inventions used in the business, merchandise and receivables, furniture and fixtures, lease contracts and the compensation the law recognizes for the lessee, the right to prevent diversion of the customer base and to protect commercial reputation, and commercial rights and obligations that do not depend solely on the owner's person.

Notice what does not appear: the word "premium" or "key money." And watch out for the customer base: the Supreme Court has said that this right is not ownership over customers, but protection against their diversion through unfair or illegal means.

What can be agreed and what cannot

The composition of the establishment allows agreement to the contrary: the parties may leave something out. But what protects the lessee is something else. Article 524 establishes that no stipulation produces effects against articles 518 to 523. A "no goodwill" clause does not eliminate renewal, the notice period, the preference without premium, or the compensation under article 522.

There is also no legal rate, sales percentage, or number of months of rent that sets the value of the keys. If a value exists, it is the price agreed when transferring the business. And note: Law 820 of 2003 regulates urban housing; its rules do not carry over to commercial premises.

Renewal, six months and new rent

Whoever has occupied a property as a lessee, with the same establishment, for no less than two consecutive years has the right to renew at expiration. The exceptions are breach, the owner's need for housing or for an establishment of its own with a substantially different activity, and reconstruction, repair requiring vacating, ruin, or new construction.

For the grounds of the owner's own need and of reconstruction or repair, the owner must give notice of termination no less than six months in advance. If they do not, the contract is understood to be renewed on the same conditions and for the same term. We explain the grounds and the procedure in Eviction notice for commercial premises in Colombia.

What matters here: upon renewal, the lessor may agree new terms, including a new price, according to the Supreme Court (press release on ruling SC2500-2021). That renegotiated rent is rent, not a legal premium.

The only premium the Code names

Article 521 is the only direct mention of "premiums" in this chapter, and it favors the tenant. In premises that are repaired, rebuilt, or newly built, the former lessee has preference under equal conditions, without any obligation to pay premiums or special amounts other than rent.

• The owner announces the delivery date at least sixty days in advance.
• The merchant responds if they use the preference at least thirty days in advance.
• If there are fewer premises than former lessees, the longer tenure prevails.

If someone asks you for "keys" to return to a rebuilt premises, the Code says the opposite.

The compensation in article 522 is not automatic keys

This compensation arises if, after giving notice for the owner's own need or for reconstruction, the owner does not give the stated use or does not begin the works within the three months following delivery, or if they lease the premises or use it for a similar activity.

Damages are assessed by experts and may include lost profits, new installation costs, labor compensation for closure or relocation, and the current value of necessary and useful improvements. It is compensation for a breach, not an automatic payment for leaving.

How goodwill is sold

Transferring goodwill means transferring the establishment (articles 525 and following), and there the price is free between the parties. What does have rules:

1. The transfer is presumed to be of the whole.
2. Between the parties it is recorded in a public deed or a private document acknowledged before a competent official.
3. The transferor delivers a balance sheet and a list of liabilities certified by an accountant.
4. Transferor and acquirer are jointly liable for the business obligations recorded in the books; the transferor's liability may end two months after registration if they notified creditors in writing and in the press and no one objected.
5. It is registered with the chamber of commerce of the place where the establishment operates.

As an example of requirements, the Cali Chamber of Commerce asks to identify the parties, the name, address and registration of the establishment, and the price and payment method; other chambers may vary forms and fees. The business being transferred must be registered: see how to register the commercial registration, and the buyer must keep it up to date according to renewal of the commercial registration.

Leasing the establishment (or giving it in usufruct or antichresis) is different; it follows the form of article 526 and is not the rental of an empty premises.

Taxes: if the seller is a natural person and transfers the establishment as a fixed asset, DIAN applies the 1% withholding of article 398 of the Tax Statute on the transfer value, paid before the transfer (DIAN Concept 018806 of November 19, 2025). If the seller is not a natural person, there is no single rate: confirm it with DIAN and the chamber.

The 2026 relocation notice

With Law 2625, enacted on August 24, 2026, the outgoing lessee may post a relocation notice of up to 1,600 cm2 for one month from restitution, with the new location and references. The lessee pays for it. During renovation or demolition it may go on the exterior door. Anyone who objects may be fined one legal monthly minimum wage in force by the SIC.

Note: it is only a notice so customers can find the business. It is not a key charge.

How to advertise the premises or office without promising someone else's customers

If you are an owner, advertise the property, not a goodwill you do not have. My practical advice:

• Include rent, address, permitted use, and what the lease includes.
• Clarify whether you are handing over the premises only or the establishment: they are not the same business.
• Use photos of the property, not of another business's line of customers.
• Do not accept cash "keys" from a stranger: paying the owner or an intermediary without a registered transfer does not buy the customer base of article 516.

And if what you are going to sell is the commercial property, not the business, see the commercial premises category.

Frequently asked questions

❓ Does the owner of the premises have to pay me key money when I hand it over?

No. The Commercial Code does not create that debt on the owner. The price of the goodwill is agreed with whoever buys the establishment, not with the property owner. If there is a breach after an eviction notice, the compensation of article 522 applies, which is a different figure (verify with the official source).

❓ How much premium can I charge if I sell my business?

There is no legal rate, sales percentage, or months of rent that set the value. It is the price the seller and buyer agree when transferring the establishment, with a document, an accountant's balance sheet, and registration in the chamber of commerce (verify with the official source).

❓ Does a no-goodwill clause remove my renewal?

No. Article 524 renders ineffective anything that contradicts articles 518 to 523. That clause does not eliminate renewal, the six-month notice, the preference without premium, or the compensation of article 522 (verify with the official source).

❓ Is the compensation under article 522 the premium?

No. It only applies if the owner, after giving notice, does not give the stated use, does not start works within the following three months, or leases the premises for a similar activity. Damages are assessed by experts; it is not an automatic payment (verify with the official source).

❓ How do I sell my business safely and avoid scams?

Formalize the sale of the establishment with a deed or acknowledged document, a balance sheet certified by an accountant, and registration in the chamber of commerce. Do not hand over or receive cash "on the corner" without that support, and do not pay keys to intermediaries (verify with the official source).

❓ Where do I post my premises or office for rent?

You can post it in the offices category of Colombia Move, with rent, address, property photos, and what the lease includes. State in the listing whether you offer the premises only or the complete establishment (verify with the official source).

❓ How much do I withhold if I sell the establishment?

If you are a natural person, the withholding is 1% under article 398 of the Tax Statute on the transfer value, paid before transferring it. If you are not, there is no single rate: confirm it with DIAN and the chamber of commerce (verify with the official source).