# Document parsed from: Victoria_Retail_Lease_Act.pdf ## Page 1 Authorised Version No. 027 # Retail Leases Act 2003 # No. 4 of 2003 # Authorised Version incorporating amendments as at 1 July 2024 # TABLE OF PROVISIONS | Section | Page | | ------------------------------------------------------------------ | ---- | | Part 1—Preliminary | 1 | | 1 Main purpose | 1 | | 2 Commencement | 1 | | Part 2—Definitions and key concepts | 2 | | 3 Definitions | 2 | | 4 Meaning of retail premises | 7 | | 5 Minister may make determinations | 9 | | 6 Meaning of common areas of a shopping centre | 10 | | 7 When retail premises lease is entered into or assigned | 11 | | 8 Effect of assignment of retail premises lease | 11 | | 9 Meaning of renewal of a lease | 12 | | 10 Holding over under a retail premises lease | 12 | | Part 3—Application of the Act | 13 | | 11 Application generally | 13 | | 12 Application if lease term of less than a year | 13 | | 13 Act applies to retail premises in Victoria | 14 | | 14 Act binds the Crown | 15 | | Part 4—Entering into or renewing a retail premises lease | 16 | | Division 1—Entering into a retail premises lease | 16 | | 15 Copy of lease to be provided at negotiation stage | 16 | | 16 Lease must be in writing and signed | 17 | | 17 Provision of landlord's disclosure statement and proposed lease | 17 | | 18 Effect of notice of termination | 20 | | 19 Notices of termination | 21 | | 20 Tenant not required to pay undisclosed contributions | 21 | | 21 Minimum 5 year term | 21 | | 22 Tenant to be given copy of lease | 24 | | 23 Key‑money and goodwill payments prohibited | 24 | Authorised by the Chief Parliamentary Counsel ### Images from page 1: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_1.jpg` (full page screenshot) ## Page 2 # Current Page # Section # 24 Security deposits Page 26 # Division 2—Renewal of a retail premises lease # 26 Landlord's disclosure on renewal of lease Page 27 # 27 Option to renew Page 29 # 28 Landlord to give tenant certain information before option to renew lease expires Page 30 # 28A Early rent reviews Page 32 # 28B Cooling off period—option to renew lease Page 33 # Part 5—Rent and outgoings # Division 1—The fit out of the premises # 29 Meaning of outgoings to which a tenant contributes Page 35 # 30 Alterations to premises to enable fit out Page 35 # 31 Payment of rent when landlord's fit out not completed Page 36 # 32 Special rent—cost of fit out Page 37 # Division 2—Determination of the rent # 33 Rent based on turnover Page 37 # 34 Agreement about rent based on turnover Page 40 # Division 3—Review of the rent # 35 Rent reviews generally Page 41 # 36 Extended application of section 35 Page 42 # 37 Rent reviews based on current market rent Page 43 # 38 Confidentiality of information supplied to valuer Page 45 # Division 4—Outgoings # 39 Recovery of outgoings from the tenant Page 46 # 40 Liability to contribute to non‑specific outgoings Page 47 # 41 Capital costs not recoverable Page 47 # 42 Depreciation not recoverable Page 48 # 43 Tenant not liable to contribute to sinking fund Page 48 # 44 Interest etc. on landlord's borrowings not recoverable Page 48 # 45 Rent etc. associated with other land not recoverable Page 48 # 46 Estimate of outgoings Page 49 # 47 Statement of outgoings Page 49 # 48 Adjustment of contributions to outgoings Page 51 # 49 Limitation on recovery of management fees Page 52 # 50 Recovery of land tax and commercial and industrial property tax Page 55 # 51 Liability for costs associated with lease Page 55 # 52 Landlord's liability for repairs Page 56 Authorised by the Chief Parliamentary Counsel ### Images from page 2: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_2.jpg` (full page screenshot) ## Page 3 Section Page # Part 6—Refurbishment, relocation and other interferences with tenancy # Division 1—Refurbishment, relocation etc. | 53 | Landlord to give notice of alterations and refurbishments | 58 | | -- | --------------------------------------------------------- | -- | | 54 | Tenant to be compensated for interference | 58 | | 55 | Relocation of the tenant's business | 60 | | 56 | Demolition | 62 | | 57 | Damaged premises | 64 | | 58 | Refurbishment and refitting | 65 | # Division 2—Other interferences with tenancy | 59 | Restriction on whom the tenant employs or engages | 65 | | -- | ------------------------------------------------- | -- | # Part 7—Assignment and termination of a retail premises lease | 60 | When the landlord can withhold consent to an assignment | 67 | | -- | ------------------------------------------------------------------- | -- | | 61 | Procedure for obtaining consent to assignment | 68 | | 62 | Protection of assignors and guarantors | 69 | | 63 | Landlord may reserve the right to refuse a sub‑lease, mortgage etc. | 70 | | 64 | Notice of the landlord's intentions concerning renewal | 70 | # Part 8—Additional requirements for retail shopping centres | 65 | Part only applies to retail shopping centres | 72 | | -- | ------------------------------------------------------------------------ | -- | | 66 | Changes to core trading hours | 72 | | 67 | Confidentiality of turnover information | 72 | | 68 | Availability of statistical information about the retail shopping centre | 73 | | 69 | Advertising and promotion requirements | 74 | | 70 | Marketing plan for advertising and promotion | 74 | | 71 | Statement and report on advertising and promotion expenditure | 74 | | 72 | Unspent advertising and promotion contributions | 75 | | 73 | Termination by landlord for inadequate sales prohibited | 76 | | 74 | Geographical restrictions on tenant prohibited | 76 | | 75 | Tenants' associations etc. | 77 | # Part 9—Unconscionable conduct | 76 | Application of Part | 78 | | -- | ------------------------------------- | -- | | 77 | Unconscionable conduct of a landlord | 78 | | 78 | Unconscionable conduct of a tenant | 80 | | 79 | Certain conduct is not unconscionable | 83 | | 80 | Recovery of amount for loss or damage | 83 | Authorised by the Chief Parliamentary Counsel ### Images from page 3: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_3.jpg` (full page screenshot) ## Page 4 Part 10—Dispute resolution # Division 1—Retail tenancy disputes 81 Meaning of retail tenancy dispute 82 Application of Part to retail premises 83 Part applies to current and former leases # Division 2—Small Business Commission 84 Functions of Small Business Commission # Division 3—Alternative dispute resolution 85 What mediation and other alternative dispute resolution covers 86 Referral of retail tenancy disputes for alternative dispute resolution 87 Retail tenancy disputes must first be referred for alternative dispute resolution 88 Statements made during alternative dispute resolution not admissible # Division 4—The Tribunal 89 Jurisdiction of Tribunal 90 Parties to proceeding 91 Orders the Tribunal can make 92 Each party bears its own costs # Part 11—Other matters 93 Indemnities 94 The Act prevails over retail premises leases, agreements etc. 94A Section 146 of the Property Law Act 1958 applies to retail premises leases 95 Occupation of residential area under a retail premises lease 96 Franchise arrangements 97 Service of documents 97A Validation of certain instruments 98 Limitation of Supreme Court jurisdiction 99 Regulations # Part 14—Repeal of 1998 Act and transitional provisions 118 Repeal of Retail Tenancies Reform Act 1998 119 General transitional and savings 120 Disclosure statements 121 Notification of amount of land tax # Part 15—Transitional provisions—Retail Leases Amendment Act 2020 122 Validation of retail premises leases in respect of essential safety measures Authorised by the Chief Parliamentary Counsel ### Images from page 4: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_4.jpg` (full page screenshot) ## Page 5 # Section # Page | 123 | Security deposits | 106 | | --- | ----------------------------------------------------------------- | --- | | 124 | Disclosure statements on renewal of leases | 106 | | 125 | Information to be given to tenants before options to renew expire | 106 | ═══════════════════════ # Endnotes | 1 | General information | 107 | | - | ------------------- | --- | | 2 | Table of Amendments | 109 | | 3 | Explanatory details | 112 | Authorised by the Chief Parliamentary Counsel ### Images from page 5: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_5.jpg` (full page screenshot) ## Page 6 # Authorised by the Chief Parliamentary Counsel vi ### Images from page 6: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_6.jpg` (full page screenshot) ## Page 7 Authorised Version No. 027 Retail Leases Act 2003 No. 4 of 2003 Authorised Version incorporating amendments as at 1 July 2024 # Part 1—Preliminary # 1 Main purpose The main purpose of this Act is to replace the scheme in the Retail Tenancies Reform Act 1998 with a new scheme to enhance— - (a) the certainty and fairness of retail leasing arrangements between landlords and tenants; and - (b) the mechanisms available to resolve disputes concerning leases of retail premises. # 2 Commencement 1. Section 1 and this section (other than subsection (4)) come into operation on the day after the day on which this Act receives the Royal Assent. 2. Part 12 comes into operation immediately before the commencement of section 118. 3. Sections 49 and 50 come into operation on 1 July 2003. 4. Part 13 is deemed to have come into operation at the last moment of 30 June 1998. 5. The remaining provisions of this Act (including subsection (4) of this section) come into operation on 1 May 2003. Authorised by the Chief Parliamentary Counsel 1 ### Images from page 7: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_7.jpg` (full page screenshot) ## Page 8 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts # 3 Definitions In this Act— S. 3 def.of accountant means a member of— - (a) the Institute of Chartered Accountants in Australia; or - (b) CPA Australia (ACN 008 392 452); or - (c) the Institute of Public Accountants; S. 3 def.of accounting period, in relation to a retail premises lease, means the period of 12 months specified in the lease as the accounting period for the purposes of the lease; S. 3 def.of applicable industry code has the meaning given by section 51ACA of the Competition and Consumer Act 2010 of the Commonwealth; assignment of a retail premises lease has a meaning affected by section 8; building includes any structure; common areas of a retail shopping centre has the meaning given by section 6; dispute arising under or in relation to a retail premises lease includes a dispute arising under or in relation to the lease under a provision of this Act; S. 3 def.of essential safety measure has the same meaning as in the Building Regulations 2018 or any subsequent corresponding regulations; Note: See section 30 of the Interpretation of Legislation Act 1984. Authorised by the Chief Parliamentary Counsel 2 ### Images from page 8: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_8.jpg` (full page screenshot) ## Page 9 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts fit out of retail premises includes the provision or installation of finishes, fixtures, fittings, equipment and services; GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth; industry code has the meaning given by section 51ACA of the Competition and Consumer Act 2010 of the Commonwealth; key-money means money that a tenant is to pay, or a benefit that a tenant is to give, that is— 1. by way of a premium, or something similar in nature to a premium, in that there is no real consideration or no true consideration given for the payment or benefit (for example, it is so disproportionate to the benefit that it cannot be true consideration); and 2. in consideration of— Authorised by the Chief Parliamentary Counsel 3 ### Images from page 9: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_9.jpg` (full page screenshot) ## Page 10 Retail Leases Act 2003 No. 4 of 2003 # Part 2—Definitions and key concepts landlord under a retail premises lease— - (a) means the person who under the lease is entitled to the rent payable for the premises; and - (b) in Part 10, includes a former landlord (because of section 83); lease— - (a) means a lease, sub‑lease, or an agreement for a lease or sub‑lease, whether or not in writing; and - (b) in Part 10, includes a former lease (because of section 83); S. 3 def. of legal practitioner means an Australian lawyer; substituted by No. 18/2005 s. 18(Sch. 1 item 92), amended by No. 17/2014 s. 160(Sch. 2 item 85). S. 3 def.of outgoings means a landlord's outgoings on account of any of the following— amended by No. 26/2020 s. 4(2). - (a) the expenses (including the cost, or part of the cost, of repairs or maintenance work in respect of an essential safety measure or an installation referred to in section 41(2)(b)(ii)) directly attributable to the operation, maintenance or repair of— Authorised by the Chief Parliamentary Counsel 4 ### Images from page 10: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_10.jpg` (full page screenshot) ## Page 11 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts (ii) in the case of retail premises in a retail shopping centre, any building in the centre or any areas used in association with a building in the centre; (b) rates, taxes, levies, premiums or charges payable by the landlord because the landlord is— (i) the owner or occupier of a building referred to in paragraph (a) or of the land on which such a building is erected; or (ii) the supplier of a taxable supply, within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 of the Commonwealth, in respect of any such building or land; renewal of a retail premises lease has the meaning given by section 9; retail premises has the meaning given by section 4; retail shopping centre means a cluster of premises that has all of these attributes— (a) at least 5 of the premises are retail premises; (b) the premises are all owned by the same person or have (or would have if leased) the same landlord or the same head landlord; (c) the premises are located— (i) in a single building; or Authorised by the Chief Parliamentary Counsel 5 ### Images from page 11: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_11.jpg` (full page screenshot) ## Page 12 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts (ii) in 2 or more buildings that are— - (A) adjoining; or - (B) separated only by common areas or other areas owned by the owner of the retail premises; or - (C) separated only by a road; (d) the cluster of premises is promoted as, or generally regarded as constituting, a shopping centre, shopping mall, shopping court or shopping arcade; retail tenancy dispute in Part 10 has the meaning given by section 81; S. 3 def.of Small Business Commission means the Small Business Commission established under section 4 of the Small Business Commission Act 2017; No. 16/2017 s. 32(b). S. 3 def.of * * * * * * Small Business Commissioner repealed by No. 16/2017 s. 32(a). specialist retail valuer means— - (a) for the purposes of a valuation relating to retail premises in a retail shopping centre, a valuer having not less than 5 years' experience in valuing retail premises located in regional or sub‑regional shopping centres; or Authorised by the Chief Parliamentary Counsel 6 ### Images from page 12: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_12.jpg` (full page screenshot) ## Page 13 Retail Leases Act 2003 No. 4 of 2003 # Part 2—Definitions and key concepts (b) for the purposes of a valuation relating to any other retail premises, a valuer having not less than 5 years' experience in valuing retail premises; # tenant under a retail premises lease— (a) means the person who under the lease is entitled to occupy the premises; and (b) in Part 10, includes a former tenant (because of section 83); # Tribunal means the Victorian Civil and Administrative Tribunal established by the Victorian Civil and Administrative Tribunal Act 1998. # 4 Meaning of retail premises (1) In this Act, retail premises means premises, not including any area intended for use as a residence, that under the terms of the lease relating to the premises are used, or are to be used, wholly or predominantly for— (a) the sale or hire of goods by retail or the retail provision of services; or (b) the carrying on of a specified business or a specified kind of business that the Minister determines under section 5 is a business to which this paragraph applies. (2) However, retail premises does not include the following premises— (a) premises in respect of which the occupancy costs (as defined in subsection (3)) under the lease concerned is more than the amount prescribed by the regulations for the purposes of this paragraph; Authorised by the Chief Parliamentary Counsel 7 ### Images from page 13: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_13.jpg` (full page screenshot) ## Page 14 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts (b) premises that are used wholly or predominantly for the carrying on of a business by a tenant on behalf of the landlord as the landlord's employee or agent; (c) premises the tenant of which is— - (i) a listed corporation (as defined in section 9 of the Corporations Act); or - (ii) a subsidiary (as defined in section 9 of the Corporations Act) of such a corporation; (d) premises the tenant of which is— - S. 4(2)(d)(i) (i) a body corporate whose securities are listed on a stock exchange, outside Australia and the external territories, that is a member of the World Federation of Exchanges; or - (ii) a subsidiary (as defined in section 9 of the Corporations Act) of such a body corporate; (e) premises used wholly or predominantly for the carrying on of a specified business or a specified kind of business that the Minister determines under section 5 is a business to which this paragraph applies; S. 4(2)(f) (f) premises of a kind that the Minister determines under section 5 are premises to which this paragraph applies; S. 4(2)(g) (g) premises the tenant of which is a kind of tenant that the Minister determines under section 5 is a tenant to which this paragraph applies; S. 4(2)(h) (h) premises the lease relating to which is a kind of lease that the Minister determines under section 5 is a lease to which this paragraph applies. Authorised by the Chief Parliamentary Counsel 8 ### Images from page 14: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_14.jpg` (full page screenshot) ## Page 15 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts (3) In subsection (2)(a), occupancy costs means— - (a) the rent payable under the lease, not being rent (or any part of rent) that is to be determined by reference to the turnover of a business; and - (b) the outgoings, as estimated by the landlord, to which the tenant is liable to contribute under the lease; and S. 4(3)(b) substituted by No. 82/2005 s. 5(6). Note: Section 46 requires the landlord to give the tenant a written estimate of the outgoings to which the tenant is liable to contribute. - (c) any other costs of a prescribed kind that the tenant is liable to pay under the lease. (4) Regulations made for the purposes of subsection (2)(a) may— - (a) prescribe an amount; or - (b) prescribe a method by which an amount may be calculated. Note: This Act may not apply to certain premises because of Part 3 (Application of the Act). # 5 Minister may make determinations (1) The Minister may, by notice published in the Government Gazette— - (a) determine that a business is a business or a kind of business to which section 4(1)(b) applies; or - (b) determine that a business is a business or a kind of business to which section 4(2)(e) applies; or - (c) determine that a kind of premises are premises to which section 4(2)(f) applies; S. 5(1)(c) amended by No. 82/2005 s. 6(1). Authorised by the Chief Parliamentary Counsel 9 ### Images from page 15: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_15.jpg` (full page screenshot) ## Page 16 Retail Leases Act 2003 No. 4 of 2003 # Part 2—Definitions and key concepts # S. 5(1)(d) (d) determine that a kind of tenant is a tenant to which section 4(2)(g) applies; or inserted by No. 82/2005 s. 6(2). # S. 5(1)(e) (e) determine that a kind of lease is a lease to which section 4(2)(h) applies. inserted by No. 82/2005 s. 6(2). # S. 5(1A) (1A) An instrument made under subsection (1) may leave any matter to be certified by a Minister. inserted by No. 82/2005 s. 6(3). # S. 5(1B) (1B) An instrument made under subsection (1) may provide that it has effect on and from 1 May 2003 or such later date (whether before, on or after the date on which the instrument is made) as is specified in the instrument as the date on which it comes into effect. (2) The powers conferred by subsection (1) to make an instrument are subject to the instrument being disallowed by the Parliament. (3) Section 15 and Part 5 of the Subordinate Legislation Act 1994 apply to an instrument made under subsection (1) as though— - (a) the instrument were a statutory rule (within the meaning of that Act); and - (b) notice of the making of the statutory rule had been published in the Government Gazette when the instrument was published in the Government Gazette. # 6 Meaning of common areas of a shopping centre (1) In this Act, the common areas of a retail shopping centre means the areas in or adjacent to the centre that are under the control of the landlord and are used or intended for use— - (a) by the public; or Authorised by the Chief Parliamentary Counsel ### Images from page 16: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_16.jpg` (full page screenshot) ## Page 17 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts (b) in common by the tenants of premises in the centre relating to the carrying on of businesses on those premises—other than any areas in respect of which there is a retail premises lease to which this Act applies. (2) The common areas of a retail shopping centre include— - (a) stairways, escalators and elevators; - (b) malls and walkways; - (c) parking areas; - (d) toilets and rest rooms; - (e) gardens and fountains; - (f) information, entertainment, community and leisure facilities. # 7 When retail premises lease is entered into or assigned S. 7 substituted by No. 82/2005 For the purposes of this Act, a retail premises lease is entered into or assigned when— - (a) under the lease or assignment, the tenant enters into possession of the premises with the consent of the landlord; or - (b) under the lease or assignment, the tenant begins to pay rent for the premises; or - (c) the lease or assignment has been signed by all of the parties to it—whichever first occurs. # 8 Effect of assignment of retail premises lease For the purposes of this Act, an assignment of a retail premises lease is taken to be a continuation of that lease (and not the entering into of a new lease). Authorised by the Chief Parliamentary Counsel 11 ### Images from page 17: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_17.jpg` (full page screenshot) ## Page 18 # Retail Leases Act 2003 # No. 4 of 2003 # Part 2—Definitions and key concepts # 9 Meaning of renewal of a lease (1) In this Act, the renewal of a retail premises lease means the renewal of the lease— - (a) under an option granted under the lease for a further term; or - (b) under an agreement to renew the lease on substantially the same terms and conditions, except as to rent, for a further term entered into by all of the parties to the lease. (2) However, if— - (a) after a retail premises lease expires, there is a break in the tenant's possession of the premises; and - (b) the tenant resumes possession of the premises for a further term (whether or not on the same terms and conditions as under the expired lease)— the resumption of possession of the premises is taken not to be a renewal of the expired lease and is instead taken to be the entering into of a new lease for the purposes of this Act. (3) The renewal of a retail premises lease is not to be taken to be the entering into of a retail premises lease for the purposes of section 17 (landlord's disclosure statement). # 10 Holding over under a retail premises lease If, in accordance with a retail premises lease, the tenant continues to be in possession of the retail premises for a period after the lease has expired, the lease is taken to continue for the purposes of this Act while the tenant is in possession of the premises. Authorised by the Chief Parliamentary Counsel 12 ### Images from page 18: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_18.jpg` (full page screenshot) ## Page 19 # Retail Leases Act 2003 # No. 4 of 2003 # Part 3—Application of the Act # 11 Application generally (1) This Act applies to a retail premises lease that is— - (a) entered into after the commencement of this section; or - (b) renewed after the commencement of this section, whether the lease was entered into before or after that commencement. (2) Except as provided by Part 10 (Dispute Resolution), this Act only applies to a lease of premises if the premises are retail premises (as defined in section 4) at the time the lease is entered into or renewed. Note Sections 36 and 76(1) extend the application of certain provisions of this Act to certain leases entered into or renewed before the commencement of this section. # 12 Application if lease term of less than a year (1) This Act does not apply to a retail premises lease for a term of less than one year. (2) However, if the term of a retail premises lease is less than one year and as a result of either or both of the following— - (a) the lease being renewed (one or more times); - (b) the lease being continued— the tenant is continuously in possession of the retail premises for one year or more under the lease after the commencement of this section, this Act applies to the lease on and from the day on which the tenant has continuously been in possession of the retail premises for one year after that commencement. Authorised by the Chief Parliamentary Counsel 13 ### Images from page 19: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_19.jpg` (full page screenshot) ## Page 20 Retail Leases Act 2003 No. 4 of 2003 # Part 3—Application of the Act (3) If this Act applies to a lease because of subsection (2)— - (a) section 17 (landlord's disclosure statement) does not apply to the lease; and - (b) section 26 (landlord's disclosure on renewal of lease) applies to the lease with these changes— # 13 Act applies to retail premises in Victoria Subject to this Part, this Act applies to a lease that provides for the occupation of retail premises in Victoria regardless of— - (a) where the lease was entered into; and - (b) whether the lease purports to be governed by a law other than the law of Victoria. Authorised by the Chief Parliamentary Counsel 14 ### Images from page 20: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_20.jpg` (full page screenshot) ## Page 21 Retail Leases Act 2003 No. 4 of 2003 # Part 3—Application of the Act # 14 Act binds the Crown This Act binds the Crown— - (a) in right of the State of Victoria; and - (b) to the extent that the legislative power of the Parliament permits, in all its other capacities. Authorised by the Chief Parliamentary Counsel 15 ### Images from page 21: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_21.jpg` (full page screenshot) ## Page 22 Retail Leases Act 2003 No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease # Division 1—Entering into a retail premises lease # S. 15 Copy of lease to be provided at negotiation stage amended by No. 82/2005 s. 10 (ILA s. 39B(1)). # S. 15(1) (1) A landlord who— (a) offers to enter into a retail premises lease; or (b) advertises by any means that retail premises are for lease— must, as soon as the landlord enters into negotiations with a person about the lease, give to that person a copy of the proposed lease in writing (but the copy need not include particulars of the tenant, the rent or the term of the proposed lease) and a copy of the information brochure (if any) about retail leases published by the Small Business Commission. Penalty: 50 penalty units. # S. 15(2) (2) Subsection (1) does not apply to a renewal of a lease. # S. 15(3) (3) In this section, landlord means— (a) a landlord; or (b) a person acting on behalf of a landlord or prospective landlord; or (c) a prospective landlord. Authorised by the Chief Parliamentary Counsel 16 ### Images from page 22: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_22.jpg` (full page screenshot) ## Page 23 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease # 16 Lease must be in writing and signed (1) A landlord or tenant must not enter into a retail premises lease that is not in writing and signed by all of the parties to it. Penalty: 10 penalty units. (2) A failure to comply with this section does not make the retail premises lease illegal, invalid or unenforceable. # 17 Provision of landlord's disclosure statement and proposed lease (1) The landlord, at least 14 days before entering into a retail premises lease, must give the tenant— - (a) a disclosure statement in the prescribed form (but the layout of the statement need not be the same as the prescribed disclosure statement); and - (b) a copy of the proposed lease in writing, including particulars of the tenant, the rent and the term of the proposed lease. (1A) In the application of subsection (1) to a sub‑lease, a tenant who has been given a disclosure statement concerning a head‑lease is only required to give a sub‑tenant— - (a) a copy of that disclosure statement; and - (b) details of any changes of which the tenant is aware, or could reasonably be expected to be aware, that have affected the information in the disclosure statement since it was given to the tenant. (1B) If the proposed lease given to the tenant contains any changes to the previous copy of the lease given to the tenant, the landlord must notify the tenant. Authorised by the Chief Parliamentary Counsel 17 ### Images from page 23: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_23.jpg` (full page screenshot) ## Page 24 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease tenant of the changes when the proposed lease is given to them. Penalty: In the case of a natural person, 50 penalty units; In the case of a body corporate, 250 penalty units. # S. 17(1C) (1C) If the landlord gives the tenant the disclosure statement and proposed lease less than 14 days before the lease is to be entered into, the term of the lease is taken to commence 14 days after the disclosure statement and proposed lease are given to the tenant. (2) If a tenant has not been given the disclosure statement before entering into a retail premises lease, the tenant may give the landlord, no earlier than 7 days and no later than 90 days after entering into the lease, a written notice that the tenant has not been given the disclosure statement. (3) If the tenant gives the landlord a notice in accordance with subsection (2)— - (a) the tenant may withhold payment of the rent until the day on which the landlord gives the tenant the disclosure statement; and - (b) the tenant is not liable to pay the rent attributable to the period from and including the day on which the notice was given until and including the day on which the landlord gives the tenant the disclosure statement; and - (c) the tenant may give the landlord a written notice of termination at any time before the end of 7 days after the landlord gives the tenant the disclosure statement. # S. 17(4) (4) If the premises are not available for handover to the tenant on the date specified in the disclosure statement, the tenant is not liable to pay the rent. Authorised by the Chief Parliamentary Counsel 18 ### Images from page 24: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_24.jpg` (full page screenshot) ## Page 25 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease attributable to a period before the date on which the premises are available for handover. (5) If— - (a) any information provided by the landlord in the disclosure statement is misleading, false or materially incomplete; or - (b) the tenant is not given a copy of the proposed lease in accordance with subsection (1)(b)— the tenant may give the landlord a written notice of termination. (6) The tenant may give a notice of termination under subsection (5) at any time before the end of 28 days after— - (a) the tenant is given the disclosure statement; or - (b) the tenant is given a copy of the proposed lease; or - (c) the lease is entered into— whichever happens last. (7) If a tenant has been given the disclosure statement before entering into an agreement for a retail premises lease, the landlord is not required to give a further disclosure statement before subsequently entering into a retail premises lease if that lease is in accordance with the earlier agreement for the lease. (8) In this section— landlord means— - (a) a landlord; or Authorised by the Chief Parliamentary Counsel 19 ### Images from page 25: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_25.jpg` (full page screenshot) ## Page 26 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease tenant means— - (a) a tenant; or - (b) a prospective tenant. # 18 Effect of notice of termination 1. If a tenant under a retail premises lease gives the landlord a notice of termination under— 2. - (a) section 17(3)(c) within the time allowed by that section; or - (b) section 17(5) within the time allowed by section 17(6)— the lease terminates 14 days after the notice is given unless the landlord gives the tenant a notice of objection to the termination. Within 14 days after being given the notice of termination the landlord may give the tenant a notice of objection to the termination on the ground that— 3. - (a) the landlord has acted honestly and reasonably and ought fairly to be excused for the contravention; and - (b) the tenant is substantially in as good a position as the tenant would have been in if there had been no contravention. If the tenant advises the landlord that the tenant accepts the landlord's notice of objection or the notice is upheld under Part 10, the lease does not terminate in accordance with the notice of termination despite subsection (1). Authorised by the Chief Parliamentary Counsel 20 ### Images from page 26: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_26.jpg` (full page screenshot) ## Page 27 Retail Leases Act 2003 No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (4) The tenant is taken to have accepted the notice of objection if the tenant does not advise (in writing) the landlord, within 14 days after being given the notice, whether or not the tenant accepts it. (5) The operation of a notice of termination under section 17(3)(c) or (5) is suspended until the effect of a notice of objection to it is determined. # 19 Notices of termination The termination of a lease by a notice of termination given in accordance with this Act does not affect any right, privilege, obligation or liability acquired, accrued or incurred under the lease before the date of termination, unless the landlord and tenant otherwise agree or it is otherwise provided by this Act or determined under Part 10. # 20 Tenant not required to pay undisclosed contributions A provision of a retail premises lease that requires the tenant to pay or contribute towards the cost of any fit out of the retail premises is void unless the liability to make the payment or contribution was disclosed in a disclosure statement given to the tenant in accordance with this Part. # 21 Minimum 5 year term (1) The term of a retail premises lease, including any further term or terms provided for by an option for the tenant to renew the lease, must be at least 5 years or, if the term remaining under any head lease under which the landlord holds the retail premises is 5 years or less, the length of that remaining term less one day. Authorised by the Chief Parliamentary Counsel ### Images from page 27: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_27.jpg` (full page screenshot) ## Page 28 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease Note to s. 21(1) The landlord or tenant may, in accordance with the lease or this Act, be able to terminate the lease before the end of the term if, for example, there has been default, relocation, demolition or damage to the retail premises. (2) In applying subsection (1), an option conferred after the lease was entered into must be disregarded. S. 21(2A) (2A) In applying subsection (1) to a retail premises lease to which this Act applies because of section 12(2), account must be taken of any period during which the tenant was continuously entitled to possession of the retail premises before the day on which this Act first applied to the lease. Note Section 8 provides that an assignment of a retail premises lease is taken to be a continuation of that lease. (3) This section does not apply to a renewal of a lease if there is no break in the tenant's entitlement to possession of the retail premises. Note This means that a renewal of a lease is not required to be for 5 years because the minimum 5 year term requirement applied to the lease when it was entered into and the availability of the renewal will have been taken into account in determining the term of the lease. (4) A lease that is entered into contrary to this section is not illegal, invalid or unenforceable because of that fact but the term of the lease is extended by the period that is necessary to ensure the lease complies with this section. Note For example, if a lease is entered into for a term of 3 years, its term is extended by 2 years to 5 years. If a lease is entered into for a term of 2 years with an option for a further 1 year after the initial 2 years, the term of the lease is extended to 4 years (with the option for a further 1 year after the initial 4 years). Authorised by the Chief Parliamentary Counsel 22 ### Images from page 28: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_28.jpg` (full page screenshot) ## Page 29 Retail Leases Act 2003 No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (5) This section does not apply to a lease if— - (a) at the request of the tenant or prospective tenant, the Small Business Commission certifies in writing that it, or a person acting on its behalf, has explained to the tenant or prospective tenant— - - (i) the effect of subsections (1) to (4); and - (ii) that the giving of the certificate and the giving by the tenant or prospective tenant to the landlord of a copy of the certificate under paragraph (b) will result in this section not applying to the lease; and (b) after having been given a certificate under paragraph (a)(ii), the tenant or prospective tenant gives the landlord a copy of the certificate. (5A) The Small Business Commission— - (a) must consider a request under subsection (5) made by a tenant or a prospective tenant before a lease is entered into and within 90 days after a lease is entered into; and - (b) may consider a request made at any other time under subsection (5). (6) The Small Business Commission must issue a certificate under subsection (5)(a)(ii) within 21 days after being requested to do so by the tenant or prospective tenant but a certificate issued later than that is not invalid because of that fact. (7) If the term of a lease is extended under this section and no provision is made in the lease for a review of the rent payable in respect of the extended period, then the lease is taken to provide for a rent review to be made on the basis of the Authorised by the Chief Parliamentary Counsel 23 ### Images from page 29: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_29.jpg` (full page screenshot) ## Page 30 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease current market rent of the premises as at the beginning of that period. Note: For reviews based on the current market rent of the retail premises, see section 37. # 22 Tenant to be given copy of lease S. 22(1) (1) Within 28 days, or such other period as is agreed in writing between the landlord and the tenant, after being given a copy of the retail premises lease signed by the tenant, the landlord must give the tenant a copy (which may be a photocopy) of the lease signed by the landlord and the tenant. (2) If the landlord contravenes subsection (1), the tenant may give the landlord a written notice of termination at any time within 28 days after— S. 22(2)(a) (a) the tenant is given a copy of the lease signed by the landlord and the tenant; or (b) entering into the lease—whichever happens last. (3) Subject to subsection (4), if a tenant gives the landlord a notice of termination in accordance with subsection (2), the lease terminates 14 days after the notice is given. (4) Section 18 applies to a notice of termination given under this section in the same way and to the same extent as it applies to a notice of termination given under section 17(3)(c) or (5). # 23 Key-money and goodwill payments prohibited S. 23(1) (1) A landlord must not seek or accept the payment of— (a) key‑money; or Authorised by the Chief Parliamentary Counsel 24 ### Images from page 30: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_30.jpg` (full page screenshot) ## Page 31 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (b) any consideration for the goodwill of any business carried on at the retail premises. Penalty: 50 penalty units. (2) A provision of a retail premises lease is void to the extent that it requires the payment of key‑money or consideration for goodwill or has that effect. (3) However, subsections (1) and (2) do not prevent a landlord from— - (a) recovering from the tenant costs which the landlord reasonably incurred in investigating a proposed assignee of the lease or sub‑tenant of the premises; or - (b) recovering from the tenant costs which the landlord reasonably incurred in connection with— - - (i) an assignment of the lease or a sub‑lease; and - (ii) obtaining any necessary consents to the assignment or sub‑lease; or (c) claiming goodwill from the tenant in relation to the sale of a business that the landlord operated from the retail premises immediately before its sale, if the lease was granted to the tenant in the course of the sale of the business; or - (d) receiving payment of rent in advance; or - (e) securing the performance of the tenant's obligations under the lease by requiring a bond, security deposit or guarantee to be provided from the tenant or any other person (such as a requirement that the directors of a corporation guarantee performance of the corporation's lease obligations); or Authorised by the Chief Parliamentary Counsel 25 ### Images from page 31: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_31.jpg` (full page screenshot) ## Page 32 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (f) seeking and accepting payment for plant, equipment, fixtures or fittings that are sold by the landlord to the tenant in connection with the lease being granted; or (g) seeking and accepting payment for the grant of a franchise in connection with the lease being granted. S. 23(4) (4) Any payment made, or the value of any benefit conferred, by the tenant and received by the landlord contrary to this section may be— - (a) recovered by the tenant from the landlord in a court of competent jurisdiction as a debt due; or - S. 23(4)(b) (b) otherwise recovered by the tenant from the landlord as determined under Part 10 (Dispute Resolution). S. 23(5) (5) In this section, landlord means— - (a) a landlord; or - (b) a person acting on behalf of a landlord or prospective landlord; or - (c) a prospective landlord. # 24 Security deposits (1) A retail premises lease is taken to provide that— - (a) money paid by the tenant to the landlord as a security deposit for the performance of the tenant's obligations under the lease must be held by the landlord on behalf of the tenant in an interest‑bearing account; and - (b) the landlord must account to the tenant for interest earned on the deposit but the landlord is entitled to keep the interest and deal with it as money paid by the tenant to the landlord to form part of the security deposit; and Authorised by the Chief Parliamentary Counsel 26 ### Images from page 32: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_32.jpg` (full page screenshot) ## Page 33 Retail Leases Act 2003 No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (c) the landlord is not entitled unreasonably to refuse to accept a guarantee from an ADI (within the meaning of the Banking Act 1959 of the Commonwealth) in satisfaction of any requirement to provide security in the form of a deposit, bond or third party guarantee for the performance of the tenant's obligations under the lease; and (d) if the tenant performs all of the tenant's obligations under the lease the landlord must return the security deposit to the tenant within 30 days after the lease ends. * * * * * S. 24(2) repealed by No. 82/2005 s. 15(3). (3) This section does not affect any lawful entitlement of the landlord to appropriate security deposits. * * * * * S. 25 amended by No. 82/2005 s. 16, repealed by No. 69/2012 s. 7. # Division 2—Renewal of a retail premises lease # 26 Landlord's disclosure on renewal of lease (1) If— S. 26(1) amended by No. 82/2005 s. 17(1). (a) a tenant has exercised, or is entitled to exercise, an option to renew a retail premises lease granted under the lease; or Authorised by the Chief Parliamentary Counsel ### Images from page 33: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_33.jpg` (full page screenshot) ## Page 34 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (b) all of the parties to a retail premises lease enter into an agreement to renew the lease— the landlord must (at least 21 days before the end of the current term of the lease in the circumstances referred to in paragraph (a) and no later than 14 days after the entering into of the agreement in the circumstances referred to in paragraph (b)) give the tenant a disclosure statement in the form prescribed by the regulations (but the layout of the statement need not be the same as the prescribed disclosure statement). Note Section 12(3) changes the way that this section applies to certain leases (for example, the time limit in subsection (1) is changed). S. 26(2) (2) The disclosure statement referred to in subsection (1)— (a) must set out any changes to the previous disclosure statement given to the tenant in respect of the lease; and (b) must include information that is current from a specified date that is within 3 months before the statement is given. S. 26(3) (3) If the tenant has not been given the disclosure statement before the expiration of the relevant period specified in subsection (1), the tenant may, no later than 90 days after the expiration of the relevant period, give the landlord a written notice that the tenant has not been given the disclosure statement. (4) If the tenant gives the landlord a notice in accordance with subsection (3)— (a) the tenant may withhold payment of the rent until the day on which the landlord gives the tenant the disclosure statement; and Authorised by the Chief Parliamentary Counsel 28 ### Images from page 34: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_34.jpg` (full page screenshot) ## Page 35 Retail Leases Act 2003 No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (b) the tenant is not liable to pay the rent attributable to the period from and including the day on which the notice was given until and including the day on which the landlord gives the tenant the disclosure statement; and (c) the tenant may give the landlord a written notice of termination at any time before the end of 7 days after the landlord gives the tenant the disclosure statement. (5) If any information provided by the landlord in the disclosure statement is misleading, false or materially incomplete, the tenant may give the landlord a written notice of termination at any time before the end of 28 days after— (a) the tenant is given the disclosure statement; or (b) the lease is renewed—whichever happens last. (6) Section 18 applies to a notice of termination given under subsection (4)(c) or (5) in the same way and to the same extent as it applies to a notice of termination given under section 17(3)(c) or (5). Note: This section applies to the renewal, on or after its commencement, of a lease entered into before its commencement, see section 11(1). # 27 Option to renew (1) If a retail premises lease contains an option exercisable by the tenant to renew the lease for a further term, the lease must state— (a) the date until which the option is exercisable; and (b) how the option is to be exercised; and (c) the terms and conditions on which the lease is renewable under the option; and Authorised by the Chief Parliamentary Counsel 29 ### Images from page 35: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_35.jpg` (full page screenshot) ## Page 36 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (d) how the rent payable during the term for which the lease is renewed is to be determined. (2) If a retail premises lease contains an option exercisable by the tenant to renew the lease for a further term, the only circumstances in which the option is not exercisable is if— - (a) the tenant has not remedied any default under the lease about which the landlord has given the tenant written notice; or - (b) the tenant has persistently defaulted under the lease throughout its term and the landlord has given the tenant written notice of the defaults. # S. 28 Landlord to give tenant certain information before option to renew lease expires (Heading) substituted by No. 26/2020 s. 12(1). # S. 28(1) (1) This section applies if a retail premises lease contains an option exercisable by the tenant to renew the lease for a further term. # S. 28(1A) (1A) The landlord, at least 3 months before the last date that an option to renew the lease may be exercised, must give the tenant written notice setting out— - (a) the date by which the option to renew the lease may be exercised by the tenant; and - (b) the rent payable for the first 12 months under any renewed term of the lease; and - (c) the availability of an early rent review under section 28A; and - (d) the availability of a cooling off period under section 28B; and Authorised by the Chief Parliamentary Counsel 30 ### Images from page 36: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_36.jpg` (full page screenshot) ## Page 37 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (e) any changes to the most recent disclosure statement provided to the tenant, other than any changes in relation to rent. (2) If the landlord fails to give the tenant all of the information required by subsection (1A) or to give written notice within the time specified by that subsection— - (a) the retail premises lease is taken to provide that the date after which the option is no longer exercisable is instead 3 months after the landlord notifies the tenant as required; - (b) subject to subsections (2A) and (2B), if that date is after the term of the lease ends, the lease continues until that date on the same terms and conditions as applied immediately before the lease term ends, unless the landlord and tenant otherwise agree; - (c) the tenant, whether or not the landlord has by then notified the tenant as required, may give written notice to the landlord terminating the lease from a specified day that is— (2A) If the tenant requests an early rent review under section 28A and the rent determination under that review is less than the rent payable under the lease during a term extended under subsection (2)(b), the rent payable during the extended term is to be equal to the rent determination. (2B) If the tenant does not request an early rent review under section 28A but the rent specified in a written notice under subsection (1A) is less than Authorised by the Chief Parliamentary Counsel 31 ### Images from page 37: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_37.jpg` (full page screenshot) ## Page 38 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease the rent payable under the lease during a term extended under subsection (2)(b), the rent payable during the extended term is to be equal to the rent specified in the notice. (3) If the tenant gives the landlord a notice of termination under subsection (2)(c), the lease terminates on the day specified in the notice. (4) If an option to renew is exercised because of subsection (2)(b) after the term of the lease ends, the lease for the further term commences on the expiry of the previous lease, disregarding for this purpose any period during which that lease continued because of that subsection. # S. 28A 28A Early rent reviews inserted by No. 26/2020 s. 13. (1) If a retail premises lease provides for a rent review to be made on the basis of the current market rent of the premises, the tenant may request the landlord for an early rent review in accordance with this section. Note For reviews based on the current market rent of the retail premises, see section 37. (2) The tenant may request an early rent review by giving the landlord written notice of the request within 28 days after the landlord gives notice under section 28(1A). (3) The tenant must notify the landlord in writing as to whether the tenant exercises the option to renew the lease on or before the last date that the option to renew the lease may be exercised. (4) If a specialist retail valuer is appointed to determine the current market rent but the tenant is not notified of the rent determination at least 14 days before the last date that the option to renew the lease may be exercised, that date is Authorised by the Chief Parliamentary Counsel 32 ### Images from page 38: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_38.jpg` (full page screenshot) ## Page 39 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (5) If the tenant exercises the option to renew the lease, but the last date that the option may be exercised is extended under subsection (4) until after the lease term ends, the term of the lease is extended on the same terms and conditions to that date, unless the landlord and tenant otherwise agree. (6) If the tenant does not exercise the option to renew the lease, and the date that is 3 months after the last date that the option to renew the lease may be exercised is after the lease term ends, the term of the lease is extended on the same terms and conditions to that date, unless the landlord and tenant otherwise agree. (7) Despite subsections (5) and (6), if the rent determination under an early rent review is less than the rent payable under the lease during an extended term, the rent payable during the extended term is to be equal to the rent determination. # 28B Cooling off period—option to renew lease (1) If a tenant has exercised an option to renew a retail premises lease and has not requested an early rent review under section 28A, the tenant may give the landlord a written notice, in the cooling off period, that the tenant no longer wishes to exercise that option to renew the lease. (2) If the tenant gives the landlord a notice under subsection (1)— - (a) the term of the lease is extended by 14 days; and - (b) the lease is not, and is taken not to have been, renewed; and Authorised by the Chief Parliamentary Counsel 33 ### Images from page 39: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_39.jpg` (full page screenshot) ## Page 40 # Retail Leases Act 2003 # No. 4 of 2003 # Part 4—Entering into or renewing a retail premises lease (c) the tenant is not able to exercise an option to renew the lease. (3) In this section— cooling off period, in relation to a retail premises lease, means the period ending 14 days after the day on which the tenant exercises an option to renew the lease. Authorised by the Chief Parliamentary Counsel 34 ### Images from page 40: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_40.jpg` (full page screenshot) ## Page 41 Retail Leases Act 2003 No. 4 of 2003 # Part 5—Rent and outgoings # Division 1—The fit out of the premises # 29 Meaning of outgoings to which a tenant contributes In this Part, outgoings to which a tenant under a retail premises lease contributes or is liable to contribute means any outgoings (as defined in section 3) in respect of which the tenant is liable under the lease to make any payment to the landlord. Note to s. 29 inserted by No. 26/2020 s. 5. The term outgoings is defined in section 3 and includes the cost, or part of the cost, of repairs or maintenance work in respect of an essential safety measure or an installation referred to in section 41(2)(b)(ii). # 30 Alterations to premises to enable fit out (1) A retail premises lease where the retail premises are located in a retail shopping centre is taken to provide as set out in this section if the tenant is liable under the lease to pay an amount for the costs of, or associated with, carrying out works to alter any of the following to enable the proposed fit out of the premises— - (a) the electrical reticulation at the premises; - (b) the automatic sprinkler system at the premises; - (c) the power or gas supply to the premises; - (d) the layout of air‑conditioning ducts or registers; - (e) the location of exhausts; - (f) telephone or electrical cabling; - (g) such other things as are prescribed by the regulations. Authorised by the Chief Parliamentary Counsel ### Images from page 41: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_41.jpg` (full page screenshot) ## Page 42 Retail Leases Act 2003 No. 4 of 2003 # Part 5—Rent and outgoings (2) The works must be carried out by a person or persons with suitable skills and experience engaged, or approved, by the landlord. (3) The maximum cost of the works, or a basis or formula with respect to those costs, is to be agreed in writing by the landlord and tenant before the works begin. (4) If the landlord and tenant cannot agree on the maximum cost of the works or a basis or formula with respect to those costs, the maximum cost is to be determined by an independent quantity surveyor appointed by— - (a) agreement between the landlord and tenant; or - (b) if there is no agreement, the Small Business Commission— and the landlord and tenant are to pay the costs of the independent quantity surveyor in equal shares. (5) The tenant is not liable to pay an amount in respect of the works that is more than the maximum cost agreed by the landlord and tenant, or determined by the independent quantity surveyor, as the case may be. # 31 Payment of rent when landlord's fit out not completed (1) This section applies to a retail premises lease if— - (a) the liability of the tenant to pay rent under the lease starts when the tenant enters into possession of the retail premises (whether or not the tenant is required to enter into possession by a specified date); and Authorised by the Chief Parliamentary Counsel 36 ### Images from page 42: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_42.jpg` (full page screenshot) ## Page 43 # Retail Leases Act 2003 # No. 4 of 2003 # Part 5—Rent and outgoings (b) the landlord has obligations under the lease concerning the fit out of the premises (that is, the landlord is required to provide some or all of the fit out before the tenant enters into possession of the premises). (2) The retail premises lease is taken to provide that— - (a) the tenant is not liable to pay rent, or any other amount payable under the lease by the tenant (such as an amount payable for outgoings), in respect of any period before the landlord has substantially complied with the landlord's obligations concerning the fit out of the premises; and - (b) except on reasonable grounds of safety, the landlord is not entitled to deny the tenant possession of the premises merely because the landlord has not complied with those obligations. # 32 Special rent—cost of fit out Apart from section 30, nothing in this Act prevents a retail premises lease from providing for the payment of a special rent (in addition to any other rent) to cover the landlord's costs relating to the fit out of the premises. # Division 2—Determination of the rent # 33 Rent based on turnover (1) A provision in a retail premises lease that the rent is to be determined either fully or partly by reference to the turnover of the business is void unless the lease specifies how the rent is to be determined. Note If the provision is void, see section 34. Authorised by the Chief Parliamentary Counsel 37 ### Images from page 43: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_43.jpg` (full page screenshot) ## Page 44 # Retail Leases Act 2003 # No. 4 of 2003 # Part 5—Rent and outgoings (2) If a retail premises lease specifies how the rent is to be determined fully or partly by reference to the turnover of the business, the tenant must give the landlord— - (a) within 14 days after the end of each month for which the rent is to be determined in that way or such longer period as the lease provides, a statement in writing giving the turnover during that month or other period to which the statement relates; and - (b) within 28 days after the end of each year for which the rent is to be determined in that way or such longer period as the lease provides and at the end of the lease or on an assignment of the lease— (3) A tenant who gives the landlord statements for a period in accordance with subsection (2) satisfies any obligation under the lease to provide turnover figures or statements for that period. (4) For the purposes of subsections (2) and (3) and any provision of a retail premises lease about the determination of rent by reference to turnover, turnover does not include any of the following— - (a) the net amount of discounts reasonably and properly allowed to any customer in the usual course of business; Authorised by the Chief Parliamentary Counsel 38 ### Images from page 44: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_44.jpg` (full page screenshot) ## Page 45 # Retail Leases Act 2003 # No. 4 of 2003 # Part 5—Rent and outgoings (b) the amount of losses incurred in the resale or disposal of goods reasonably and properly purchased from customers as trade‑ins in the usual course of business; (c) the amount of uncollected credit accounts written off by the tenant (except to the extent that amounts of a credit account previously written off by the tenant are recovered); (d) the amount of any cash or credit refund allowed on a transaction the proceeds of which have previously been included as turnover, if the merchandise is returned and the sale is cancelled or some or all of the fees for the services are refunded; (e) the amount of any instalment of purchase money refunded to customers where a lay‑by transaction is cancelled; (f) the amount of any purchase, receipt or other similar tax (including GST) imposed on the purchase price or cost of hire of merchandise or services at the point of sale or hire; (g) the amount of delivery charges; (h) the price of merchandise exchanged between stores of the tenant made solely for the convenient operation of business and not for the purpose of concluding a sale made at or from the retail premises to which the lease relates; (i) the price of merchandise returned to shippers, wholesalers or manufacturers; (j) the amount received from the sale of the fixtures and fittings of the tenant from the premises; Authorised by the Chief Parliamentary Counsel 39 ### Images from page 45: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_45.jpg` (full page screenshot) ## Page 46 Retail Leases Act 2003 No. 4 of 2003 # Part 5—Rent and outgoings S. 33(4)(k) (k) money received for entries in any public lottery within the meaning of the Gambling Regulation Act 2003, other than amounts derived as commission or fees on those entries; (l) any other matter which the landlord and the tenant agree is not included as turnover. # 34 Agreement about rent based on turnover (1) If— (a) a provision of a retail premises lease that the rent is to be determined either fully or partly by reference to the turnover of the business is void because of section 33; and (b) the lease makes no other provision for determining the rent— the rent is to be as agreed in writing between the landlord and tenant. (2) If the landlord and tenant do not agree on an amount of rent within 30 days of the landlord giving the tenant a written notice specifying an amount, the amount of the rent is to be determined by a valuation carried out by a specialist retail valuer appointed by— (a) agreement between the landlord and tenant; or S. 34(2)(b) (b) if there is no agreement, the Small Business Commission— and the landlord and tenant are to pay the costs of the valuation in equal shares. Authorised by the Chief Parliamentary Counsel 40 ### Images from page 46: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_46.jpg` (full page screenshot) ## Page 47 Retail Leases Act 2003 No. 4 of 2003 # Part 5—Rent and outgoings # Division 3—Review of the rent # 35 Rent reviews generally (1) If a retail premises lease provides for a review of the rent payable under the lease or under a renewal of the lease, the lease must state— - (a) when the reviews are to take place; and - (b) the basis or formula on which the reviews are to be made. (2) The basis or formula on which a rent review is to be made must be one of the following— - (a) a fixed percentage; - (b) an independently published index of prices or wages; - (c) a fixed annual amount; - (d) the current market rent of the retail premises; - (e) a basis or formula prescribed by the regulations. Note to s. 35(2) For reviews based on the current market rent of the retail premises, see section 37. amended by No. 82/2005 s. 19(1). (3) A provision in a retail premises lease is void to the extent that it purports to preclude, or prevents or enables a person to prevent, the reduction of the rent or to limit the extent to which the rent may be reduced. (4) However, subsection (3) does not apply to a provision that uses— - (a) a basis or formula referred to in subsection (2)(a), (b) or (c); or Authorised by the Chief Parliamentary Counsel ### Images from page 47: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_47.jpg` (full page screenshot) ## Page 48 Retail Leases Act 2003 No. 4 of 2003 # Part 5—Rent and outgoings (b) a prescribed basis or formula referred to in subsection (2)(e) that is also prescribed as a basis or formula to which subsection (3) does not apply. (5) A rent review is to be conducted as early as practicable within the time provided by the lease. If the landlord has not initiated the review within 90 days after the end of that time, the tenant may initiate the review. (6) A rent review provision in a retail premises lease is void if the lease does not specify how the review is to be made. S. 35(7) (7) If a provision in a retail premises lease that provides for a review of the rent payable under the lease does not comply with subsection (2) or is void under subsection (6), the rent is to be— - (a) as agreed between the landlord and tenant; or - S. 35(7)(b) (b) if there is no agreement within 30 days after the landlord gives the tenant, or the tenant gives the landlord, a written notice specifying an amount of rent for the purposes of the review, the amount determined by a specialist retail valuer appointed by the Small Business Commission as the current market rent of the retail premises. (8) The landlord and tenant are to pay the costs of a valuation referred to in subsection (7)(b) in equal shares. # 36 Extended application of section 35 In addition to a retail premises lease to which section 35 applies because of Part 3, that section also applies to the determination on a rent review (conducted after the commencement of section 11) of the commencing rent for the renewed term of a retail premises lease that was entered into before that commencement, and to Authorised by the Chief Parliamentary Counsel ### Images from page 48: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_48.jpg` (full page screenshot) ## Page 49 Retail Leases Act 2003 No. 4 of 2003 # Part 5—Rent and outgoings any subsequent review of the rent payable under the renewed lease, if this Act would have applied to the lease had it been entered into after that commencement. # 37 Rent reviews based on current market rent (1) A retail premises lease that provides for a rent review to be made on the basis of the current market rent of the premises is taken to provide as set out in subsections (2) to (6). (2) The current market rent is taken to be the rent obtainable at the time of the review in a free and open market between a willing landlord and willing tenant in an arm's length transaction having regard to these matters— - (a) the provisions of the lease; - (b) the rent that would reasonably be expected to be paid for the premises if they were unoccupied and offered for lease for the same, or a substantially similar, use to which the premises may be put under the lease; - (c) the landlord's outgoings to the extent to which the tenant is liable to contribute to those outgoings; - (d) rent concessions and other benefits offered to prospective tenants of unoccupied retail premises— but the current market rent is not to take into account the value of goodwill created by the tenant's occupation or the value of the tenant's fixtures and fittings. (3) If the landlord and tenant do not agree on what the amount of that rent is to be, it is to be determined by a valuation carried out by a specialist retail valuer appointed by— Authorised by the Chief Parliamentary Counsel 43 ### Images from page 49: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_49.jpg` (full page screenshot) ## Page 50 # Retail Leases Act 2003 # No. 4 of 2003 # Part 5—Rent and outgoings (a) agreement between the landlord and tenant; or S. 37(3)(b) (b) if there is no agreement, the Small Business Commission— and the landlord and tenant are to pay the costs of the valuation in equal shares. (4) The landlord must, within 14 days after a request by the specialist retail valuer, supply the valuer with relevant information about leases for retail premises located in the same building or retail shopping centre to assist the valuer to determine the current market rent. Penalty: 50 penalty units. (5) In determining the amount of the rent, the specialist retail valuer must take into account the matters set out in subsection (2). (6) The valuation must— - (a) be in writing; and - (b) contain detailed reasons for the specialist retail valuer's determination; and - (c) specify the matters to which the valuer had regard in making the determination. S. 37(7) (7) The specialist retail valuer— S. 37(7)(a) (a) must carry out the valuation within 45 days after accepting the appointment, or within such longer period as may be agreed between the landlord and tenant, or if there is no agreement, as determined in writing by the Small Business Commission; and Authorised by the Chief Parliamentary Counsel 44 ### Images from page 50: - `parsed-documents://20251126-012115-481909/Victoria_Retail_Lease_Act.pdf/images/page_50.jpg` (full page screenshot) All extracted images are available in the virtual parsed-documents:// namespace. You can read them using the regular file tools. If you need to use these images in the project (e.g., display them on a website), you MUST copy them to the project directory first. NOTE: This document has more than 50 pages. Only the first 50 pages were processed. The remaining content was not extracted.