---
title: Commercial Leases in Rosarito: Tenant and Landlord Guide
url: https://rosaritolegal.com/guides/commercial-leases
description: Leasing a local comercial, office or bodega in Rosarito: B.C. Civil Code rules, IVA and ISR withholding on rent, CFDI, guarantors and lease disputes.
---

# Commercial leases in Rosarito: what tenants and landlords should know

A commercial lease in Playas de Rosarito is governed by the Código Civil para el Estado de Baja California: it must be in writing, it can run up to 20 years, and many of its rules apply even if the contract says nothing. Rent on commercial premises carries IVA, and when the tenant is a company it usually withholds part of the tax. Check the owner's title, the uso de suelo and the guarantee before you sign.

**Estimates only.** Every fee, tax, cost and total on this page is an estimate; the final amounts are set by each office, bank, notary or provider when paid. Rosarito Legal confirms figures only in a written quote.

## Which law governs a commercial lease in Rosarito?

The rules for leasing a local comercial (shop), oficina or bodega (warehouse) are in the state Civil Code (Arts. 2272-2370); the Código de Comercio does not list real-estate leases among its acts of commerce (Art. 75). Which court route a dispute takes is a separate question, covered below. Key rules:

- Written form. A lease must be in writing (Art. 2280) and state the parties, the property and its condition, the rent, the deposit or guarantor, the term and the commercial use. If it is not in writing, the law blames the landlord (Art. 2326 Bis).
- Maximum term. 20 years for commerce or industry, 10 for housing (Art. 2272).
- Registry. Leases longer than six years are recorded in the Registro Público de la Propiedad (RPPC) (Art. 2869-III).
- Sale or death. A sale of the building does not end the lease (Art. 2283), nor does the death of either party, unless agreed (Art. 2282).
- Who can lease. The owner or someone authorised (Art. 2275). A co-owner needs the others' consent (Art. 2277); a mortgaged property needs the lender's consent to be leased beyond the mortgage term (Art. 2781).

## What should I check before signing?

Most lease problems in Rosarito start before signing. A tenant should check:

- The owner's title. The escritura and a current RPPC certificate showing the owner and any liens. If the property is in a fideicomiso (bank trust), confirm who may lease it. If an agent signs, ask for a power of attorney that covers leasing.
- Uso de suelo. Confirm with the municipality that the zoning allows your specific business, not just "commercial".
- Licence feasibility. Make sure you can get the licencia de operación (Rosarito's general business licence) and protección civil approval at that address. See business permits in Rosarito.
- Plaza or condominium rules. Get the reglamento: it may limit hours, signage or noise, and it sets maintenance fees.
- Condition and services. The landlord must deliver the premises fit for the agreed use, with basic services paid up to date (Art. 2286-I). Attach photos and an inventory.
- Who pays what. Maintenance, predial, insurance, utilities and repairs.

## Does commercial rent carry IVA, and do I need a CFDI?

Yes. Renting out property is subject to IVA (impuesto al valor agregado, Mexico's VAT) at 16% (LIVA Art. 1). The exemption covers only property used as a home (LIVA Art. 20-II), so a shop, office or warehouse pays IVA. It also applies to what the landlord charges on top of rent, such as maintenance, reimbursements and penalties (LIVA Art. 23). Border rate. Playas de Rosarito is in the región fronteriza norte. A federal decree gives eligible taxpayers there a credit of 50% of the IVA rate, so the effective rate is 8%, on rentals of premises in the region. It now runs to 31 December 2026 (DOF, 31-Dec-2025). To apply it, the landlord must meet the decree's conditions and file a notice with SAT (decree of 31 December 2018, Arts. 11 to 13); ask which rate it will invoice. CFDI. The landlord must issue an electronic invoice (CFDI) for each payment, and the tenant should ask for it (Código Fiscal de la Federación, Art. 29). Without it, a business tenant generally cannot deduct the rent; for a company, the law also requires payments above MXN 2,000 to be made by bank transfer, cheque or card (LISR Art. 27, fr. III). State in the lease whether rent is "plus IVA" or "IVA included". The state tax on rental income covers only rent without IVA, such as housing, so it does not reach a commercial lease that carries IVA (Ley de Hacienda del Estado, Art. 151-1).

## When the tenant is a company: what gets withheld?

When a company (persona moral) rents from an individual, it must withhold part of the taxes from each payment, pay them to SAT and give the landlord a withholding CFDI. Agree in the lease how this is shown, so nobody treats the withholding as unpaid rent.

| Landlord | ISR withheld by a company tenant | IVA withheld | Source |
| --- | --- | --- | --- |
| Individual, regular lease regime | 10% of the rent, no deductions | Two-thirds of the IVA charged | LISR Art. 116; LIVA Art. 1-A-II-a; RLIVA Art. 3 |
| Individual in RESICO (simplified regime) | 1.25% of the rent, before IVA | Two-thirds of the IVA charged | LISR Art. 113-J; LIVA Art. 1-A; RLIVA Art. 3 |
| Company | No ISR withholding under these rules | None under these rules | LISR Art. 116; LIVA Art. 1-A |
| Foreign resident with no permanent establishment in Mexico | 25% of the rent, no deductions, withheld by whoever pays | The tenant withholds the IVA | LISR Art. 158; LIVA Art. 1-A-III |

*2026 reference rates from the laws cited. Your accountant confirms how they apply to your lease. Estimates only. Final amounts are set by each office, bank, notary or provider at the time of payment.*

## How do term, renewal and tácita reconducción work?

A fixed-term lease ends on its date without any court notice (Art. 2358). Three rules then matter:

- Prórroga (extension). A tenant current with rent and services can require an extension of up to one year; the landlord may raise the rent up to 10% if it shows area rents have risen (Art. 2359).
- Tácita reconducción (implied renewal). If the tenant stays on without objection, an urban lease continues indefinitely at the same rent (Art. 2361).
- Ending an indefinite lease. Either side can end it with two months' clear notice for urban property (Art. 2352).

## Improvements, repairs, subletting and ending early

Alterations. The tenant needs the landlord's express consent to change the premises, and must restore them on leaving (Art. 2315). The landlord pays for improvements it authorised and agreed to pay, and in some cases for useful improvements even if the lease says they stay (Arts. 2297-2298). Spell out each build-out. Repairs. The landlord makes necessary repairs (Art. 2286-II); the tenant handles small wear repairs (Art. 2318) and reports needed ones promptly (Art. 2289). If the landlord does not repair, the tenant can end the lease or ask a judge to order the work (Art. 2290). If an event beyond anyone's control stops all use, no rent is due, and after two months the tenant can end the lease; this cannot be waived (Arts. 2305-2307). Preference rights. A tenant of more than five years who made important improvements and is current with rent is preferred, on equal terms, for a new lease, and has a right of first refusal on a sale (Art. 2321). Subletting needs the landlord's consent (Art. 2354). Ending. The landlord can rescind for unpaid rent, a different use, unauthorised subletting, or two consecutive months of unpaid services (Art. 2363). Rent runs until the premises are returned (Art. 2303), so write the early-exit terms into the lease.

## Guarantor (fiador), deposit or pagaré?

The landlord may accept a fiador (guarantor) or a deposit instead, and the tenant may offer a deposit of one month's rent in place of a guarantor (Art. 2324). A fiador must have the capacity and enough assets to cover the obligation (Art. 2674). Three points often missed:

- Unless the guarantor expressly waives the beneficios de orden y excusión, the landlord must first pursue the tenant and the tenant's assets (Arts. 2686-2688).
- The guarantee ends when the lease is extended or continues by tácita reconducción, unless the guarantor agreed otherwise (Art. 2362). Write that it lasts until the premises are handed back.
- At the end, any balance owed to the tenant is returned immediately; if the landlord has a claim, it deposits the balance with the court (Art. 2296). List each deduction with photos and receipts.
- A pagaré (promissory note) is a commercial instrument (LGTOC Art. 1). Collecting on it runs under the federal Código de Comercio (Art. 1391-IV), not the civil lease procedure.

## Notarized leases and lease disputes in Rosarito

A lease granted before a notario público as a public instrument can support the faster juicio ejecutivo for amounts that are certain, liquid and due (CNPCF Art. 470-I). Having the signatures ratified before a notary also gives reliable proof of who signed and on what date. The court route depends on the lease. In 2023 Mexico's Supreme Court (Primera Sala, amparo directo en revisión 172/2023) held that a lease of real estate made for commercial speculation is an act of commerce, so a dispute over it can go through the commercial route of the Código de Comercio; it abandoned the earlier jurisprudence 1a./J. 63/98 that ruled this out. Rosarito Legal checks which route fits your lease before filing. Since 1 March 2026, new civil cases in Playas de Rosarito follow the oral Código Nacional de Procedimientos Civiles y Familiares (CNPCF). Civil lease disputes, still often called desahucio, use its special oral lease trial (Arts. 520-529), which also covers claims against a civil guarantor:

- The claim must attach the written lease (Art. 521).
- The tenant has 15 days to answer, and the trial hearing is set within 15 days after that (Art. 522).
- If two or more months of rent are claimed, the tenant can be required to show receipts, and assets can be seized to cover the arrears (Art. 525).
- The leased premises count as the tenant's legal address for the case (Art. 526).
- An appeal does not suspend the judgment (Art. 528).

## Clause checklist for a Rosarito commercial lease

Review a draft against this list:

| Clause | What to settle | Law to keep in mind |
| --- | --- | --- |
| Parties and authority | Owner or authorised lessor; company representative's powers | CC B.C. Arts. 2275, 2277 |
| Premises and use | Exact space, parking, permitted business, inventory and photos | Arts. 2286, 2299-III, 2326 Bis |
| Term | Start, end, early exit terms | Arts. 2272, 2358 |
| Rent and IVA | Amount, currency, due date, "plus IVA" or included, CFDI | LIVA Arts. 1, 23; CFF Art. 29 |
| Withholdings | How ISR and IVA withheld by a company tenant are shown | LISR Arts. 116, 113-J; LIVA Art. 1-A |
| Increases and renewal | Index or fixed step; extension terms | Arts. 2359, 2361 |
| Maintenance and services | Plaza fees, predial, utilities, insurance | Arts. 2286, 2299-IV, 2318 |
| Improvements | Approval, who pays, what stays | Arts. 2297, 2298, 2315 |
| Subletting and assignment | Allowed or not, conditions | Arts. 2354-2356 |
| Guarantee | Fiador with property, deposit or pagaré; survival on renewal | Arts. 2324, 2362, 2686-2688 |
| Default and termination | Causes, notice, return of premises | Arts. 2357, 2363 |
| Signing | Notarial instrument or ratified signatures; RPPC filing if over six years | Art. 2869-III; CNPCF Art. 470 |

## How Rosarito Legal can help

Rosarito Legal, the Rosarito office of Galarza Legal, checks the owner's title and the uso de suelo, drafts or reviews the lease in Spanish and English, coordinates notarial signing and represents landlords and tenants in Rosarito lease cases. Rent, deposits and taxes are paid directly between the parties and to SAT; the firm does not receive or hold them. Send the draft lease to info@rosaritolegal.com, call +1 619-568-2424, or book a consultation with Lic. Pati Claudia Galarza (Cédula Profesional 15176510), Blvd. Popotla 3009, Playa Encantada, Playas de Rosarito, B.C. 22713. For U.S. or Canadian taxes on rental income, ask your U.S. or Canadian tax adviser.

## Frequently asked questions

### Is a verbal commercial lease valid in Baja California?

The Civil Code requires leases in writing (Art. 2280), and for urban premises the missing paper counts against the landlord (Art. 2326 Bis). Put it in writing.

### Is IVA 16% or 8% on my Rosarito shop rent?

The general rate is 16%. A landlord that qualifies for the federal border stimulus can charge an effective 8% until 31 December 2026. Ask which rate it invoices.

### My company rents from an individual. Do we withhold?

Generally yes: 10% ISR (LISR Art. 116), or 1.25% if the landlord is in RESICO, plus two-thirds of the IVA. Your accountant confirms the figures.

### Does my guarantor still cover me after the lease is extended?

Not automatically. The guarantee ends on an extension or tácita reconducción unless the guarantor agreed otherwise (Art. 2362).

### My tenant stopped paying. Can I change the locks?

No. Recover the premises through the courts; new Rosarito cases follow the CNPCF oral lease trial. See the evictions guide.

Rosarito Legal (the Rosarito office of Galarza Legal) · Lic. Pati Claudia Galarza, Cédula Profesional 15176510 · Blvd Popotla 3009, Playa Encantada, Playas de Rosarito · +1 619-568-2424 · info@rosaritolegal.com