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Practice 08

German property and construction, without the local blind spots.

Whether you lease a logistics hall, buy an office building or build a production site, German real-estate law is formal, notarial and unforgiving of skipped steps. We act for foreign investors and corporates on the full cycle — acquisition, lease, construction, dispute — with one responsible partner and clear English reporting.

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§ I — Context

Form requirements decide more than negotiations do

German real-estate transactions are built on form. A purchase of land or buildings requires a notarial deed, and ownership passes only with registration — a sequence in which the notary, not the parties' lawyers, executes the transfer mechanics. Commercial leases have their own trap: long-term leases must satisfy the written-form requirements of the BGB, and historically, form defects have allowed parties to terminate leases that were meant to run for a decade. For an investor underwriting rental income, a form defect in an inherited lease is a valuation issue, not a technicality.

Construction adds the VOB/B — the standard contractual regime for construction works, near-universal in German commercial building. It governs change orders, acceptance (Abnahme), defect rights and interim payments in ways that differ deliberately from the BGB default, and it rewards the party that manages notices and documentation in real time. Foreign principals who run a German construction project with home-market habits — informal change instructions, late written notices — usually pay for it at the final account. Limitation rules under the BGB frame how long defect and payment claims survive.

We negotiate purchase agreements and manage the notarial process, draft and audit commercial leases with the written-form risk in mind, structure construction contracts under the BGB and VOB/B, and litigate lease, defect and final-account disputes before the German courts. On complex technical construction mandates we cooperate with specialised external experts. The recommended first step on any German property project: a legal audit of the documents before money or machines move.

§ II — Services & scenarios

What we handle — and in which situations.

Services

  • Acquisitions and sales — negotiation of purchase agreements for commercial property, due diligence, notary and registration management.
  • Commercial leases — drafting and negotiation of office, logistics and retail leases, including written-form audits of existing lease portfolios.
  • Construction contracts — project contracts under the BGB and VOB/B for new builds, conversions and plant construction, on the principal's or contractor's side.
  • Project support — change-order, notice and documentation management during execution, where final-account disputes are won or lost.
  • Defect and final-account disputes — acceptance conflicts, defect claims and payment litigation before the German courts.
  • Lease disputes — termination, rent-adjustment and dilapidation conflicts on commercial premises.
  • Site setup for operations — the real-estate side of a German market entry: lease or build decisions, coordinated with the corporate and employment workstreams.

Typical scenarios

  • A foreign investor acquires a German logistics property and needs due diligence on the leases — including their written-form validity — before pricing the deal.
  • An international company leases a 12,000 m² production hall and must negotiate a German commercial lease with a ten-year term.
  • A foreign principal builds a production facility under a VOB/B contract and faces accumulating change orders and a contractor pressing for acceptance.
  • A landlord terminates a long-term lease claiming a written-form defect; the foreign tenant's business location is at stake.
  • The final account of a German construction project is EUR 3 million above budget and the documentation of instructions is contested.
  • A corporate occupier consolidates three German sites into one and needs exits from two leases and the build-out contract for the third.
§ III — Statutes & forums

The legal framework.

BGB
The Civil Code governs land purchases (notarial form, transfer mechanics), commercial leases — including the written-form requirements on which long-term leases stand or fall — and the default construction-contract law.
VOB/B
The standard contractual terms for construction works, near-universal in German commercial construction: change orders, acceptance (Abnahme), defect rights and payments — deliberately different from the BGB default and demanding active notice management.
BGB §§ 305 ff.
The standard-terms regime applies to leases and construction contracts too: pre-formulated clauses — including parts of a modified VOB/B — face content review and can be void.
BGB §§ 195, 199
The limitation framework for payment and many contract claims around property and construction; defect claims follow their own periods, making the limitation map a standard part of our first assessment.
InsO
The Insolvency Code becomes relevant when a contractor or tenant fails mid-project: security, direct payments and continuation questions then run on insolvency-law rules, including claw-back risk.
LG / OLG / BGH
Construction and commercial-lease disputes are litigated before the Landgericht and Oberlandesgericht; the Bundesgerichtshof's case law — for example on lease form requirements — shapes the practice.
§ IV — How we start

How an engagement begins.

01

First contact

Describe the project — acquisition, lease, build or dispute. We reply within one business day and offer a free 30-minute orientation call.

02

Legal assessment

We audit the documents in writing — lease form check, contract review, claim assessment — at a fixed fee from EUR 1,500 plus VAT.

03

Mandate

Transactions and projects run on fixed fees for defined packages or hourly rates; alternatively a fee agreement under sec. 3a RVG.

04

Ongoing support

Construction projects and lease portfolios need continuous legal attention. We stay engaged from signing through acceptance, in English, with one responsible partner.

From practice
On a German construction site, the decisive documents are written during the project. The final account only adds them up.
Miriam Vogt · Rechtsanwältin
§ V — Team

Your contacts in this practice.

Rechtsanwältin (Lawyer, Germany)

Miriam Vogt

Commercial, Distribution & Contracts · Commercial Real Estate & Construction · München

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§ VI — Fees

Clear before the engagement begins.

Real-estate and construction work splits naturally into packages — audit, transaction, project phase — and we price each one before it starts.

  • Orientation call — 30 minutes, free of charge: project structure, form risks, realistic timeline.
  • Legal assessment — a written audit (lease form check, VOB/B contract review, claim analysis) at a fixed fee from EUR 1,500 plus VAT.
  • Mandate — fixed fees for defined packages, hourly rates for negotiations and project support, or a fee agreement under sec. 3a RVG.
  • Court proceedings — in lease and construction litigation the statutory fees under the RVG form the floor; we do not undercut them.
§ VII — FAQ

What clients ask first.

How does buying commercial property in Germany actually work?

The transaction runs through a notary: the purchase agreement requires a notarial deed, and ownership passes only upon registration after the deed is executed. The notary is a neutral officer who handles the transfer mechanics — purchase-price maturity, priority protection, registration — but does not negotiate for you; that is your counsel's job. Foreign buyers face no general ownership restrictions, though the structure (direct holding versus a German or foreign vehicle) has tax and liability consequences worth deciding early. We negotiate the deal, run legal due diligence and manage the notarial process to completion.

What is this written-form problem with German commercial leases?

German law requires long-term leases to satisfy statutory written-form rules: in essence, all material terms must be captured in a properly executed document, including later amendments. Historically, a form defect meant the lease could be terminated with the statutory notice period despite its agreed ten-year term — a risk that has destroyed underwriting assumptions in many portfolio deals, and an area where legislation and case law continue to develop. For investors this makes a form audit of existing leases a core due-diligence item; for tenants and landlords it disciplines how amendments are documented. We audit, cure and draft accordingly.

Should our German construction contract use the VOB/B?

In commercial construction you will rarely avoid it — German contractors expect the VOB/B, and it brings genuine advantages: an established change-order mechanism, interim payments and decades of settled case law. The price is procedural discipline: rights under the VOB/B depend on timely written notices, properly documented instructions and a managed acceptance (Abnahme). Note also that modifying individual VOB/B clauses can expose the whole set to AGB content review under secs. 305 et seq. BGB. We negotiate the contract and then keep the project's paper trail litigation-proof while it runs.

What does acceptance — Abnahme — mean and why does everyone stress it?

Acceptance is the legal pivot of a German construction project. With the Abnahme, the principal declares the work essentially contract-compliant — and the legal balance shifts: the burden of proof for defects moves to the principal, limitation periods for defect claims start running, the remaining payment falls due and the risk passes. Accepting carelessly, or letting acceptance occur by fiction through use or silence, gives away positions that cannot be recovered. We prepare the acceptance — inspection, defect reservations, documentation — as a managed legal event, not a site formality.

Our German contractor is heading into insolvency mid-project. What now?

Act before the filing if you can, but carefully: payments and security taken in the crisis window can later be challenged by the administrator under the Insolvency Code's claw-back rules. The immediate questions are practical — securing the site, the state of interim payments against work actually performed, rights to plans and subcontractor relationships — and the contract's termination and security clauses decide most of them. After a filing, the administrator chooses whether to complete the project. We triage the position in days, not weeks, because the sequencing of payments, notices and termination here determines what the project's restart costs.
§ VIII — Insights

Articles on this practice area.

Articles on German commercial leases, VOB/B practice and property transactions appear in our knowledge base.

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A German property or construction project ahead? Audit the documents first.

Form defects and missing notices cost more than any negotiation ever saves. We reply within one business day.

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BRANDT & FALK Rechtsanwälte is a German business-law firm with offices in Munich and Berlin. The content of this website is general information about our fields of work and does not constitute legal advice. An attorney–client relationship is established only by a separate engagement agreement. Unless stated otherwise, all fees are quoted plus statutory VAT. Our lawyers are admitted to the bar in Germany; advice on foreign law is provided by independent local partner firms.