Commercial tenant rights in Texas come almost entirely from the lease you sign, not from statute. Unlike residential tenants, who have a broad floor of protections in the Property Code that cannot be waived, commercial tenants get only a narrow set of statutory safeguards covering security deposit refunds, lockout procedures, utility shutoffs, required charge disclosures, and the landlord’s duty to mitigate damages. Everything else — repairs, rent increases, landlord entry, retaliation, early termination — is whatever the contract says it is. Texas courts treat commercial parties as equals who freely agreed to their terms, so an obligation that looks unfair on paper will still be enforced if you signed for it.
Understanding what the statutes give you, and what they don’t, is the difference between knowing your position and guessing at it.
What Texas Statutes Actually Guarantee Commercial Tenants
Property Code Chapter 93 carries most of the commercial tenant protections in Texas, and it covers narrow ground: security deposit refunds, lockout procedures, utility shutoffs, and disclosure of charges. Chapter 54 gives landlords a lien on tenant property, which affects tenants directly. Chapter 91 imposes a duty on landlords to mitigate damages when a tenant leaves early. That is essentially the list.
Notable by its absence: there is no statutory habitability standard, no required repair duty, no notice rule for landlord entry, no rent-control ceiling, no cooling-off period, and no anti-retaliation statute for commercial tenants.1State of Texas. Texas Local Government Code 214.902 – Rent Control If the lease is silent, the tenant generally has no fallback in the code.
Lockouts and Utility Shutoffs
A commercial landlord in Texas can change your locks if you are delinquent on any part of the rent, and does not need a court order to do it. That is a real power, but the statute puts limits on it.
The landlord must post a written notice on your front door identifying who has the new key and how to reach that person.2State of Texas. Texas Property Code 93.002 – Interruption of Utilities, Removal of Property, and Exclusion of Commercial Tenant The landlord only has to give you the new key during regular business hours, and only if you pay the delinquent rent. Until you pay, you stay locked out.
Utility shutoffs are treated separately. A landlord cannot cut off utility service that you pay directly to the utility company, except during genuine repairs, construction, or emergencies.2State of Texas. Texas Property Code 93.002 – Interruption of Utilities, Removal of Property, and Exclusion of Commercial Tenant A landlord who shuts off your electricity or water as a pressure tactic is violating the Property Code. The same statute also bars the landlord from removing doors, windows, locks, or landlord-furnished fixtures from your space, except for legitimate repair or replacement.
Eviction Process and Your Response Window
To permanently remove a commercial tenant, the landlord must file a forcible detainer lawsuit in justice court. You will receive a summons and have the chance to appear at a hearing. If the court rules against you, you have five days to file an appeal. After that window closes, the landlord can request a writ of possession, and a constable will enforce the removal.
Commercial tenants have fewer defenses in eviction than residential tenants do. There is no habitability defense. Your primary grounds for contesting a commercial eviction are that the landlord failed to follow the lease terms, did not provide required notice, or that you have already cured the default. The timeline moves fast. Five days is not much room to find an attorney and prepare a response, so act the day you are served.
Security Deposit Refund Rules
The landlord must return your deposit within 60 days, but the clock does not start when the lease ends. It starts when you both surrender the premises and provide the landlord with your forwarding address in writing.3State of Texas. Texas Property Code 93.005 – Obligation to Refund Security Deposit Miss the forwarding address step and the 60-day period may never begin running.
If the landlord withholds any portion of the deposit, they must provide a written description and itemized list of deductions. The landlord can skip the itemization only if you owe rent at move-out and there is no dispute about the amount.4State of Texas. Texas Property Code Chapter 93 – Commercial Tenancies The landlord also cannot withhold any amount for normal wear and tear, which the statute defines as deterioration from the intended use of the space, including age-related breakdowns. Damage from negligence or abuse does not count as normal wear.
The deposit amount itself is not regulated. Demands of three to six months’ rent are common for newer businesses or tenants with limited credit history.
The Landlord’s Lien on Your Business Property
This is one of the most overlooked risks in a Texas commercial tenancy. Under Property Code Chapter 54, a commercial landlord automatically holds a preference lien on your personal property inside the leased space. That includes inventory, equipment, furniture, and fixtures. The lien secures rent that is currently due and rent coming due over the next 12 months.5State of Texas. Texas Property Code Chapter 54 – Landlord’s Liens
The lien exists automatically while you occupy the space, and continues for one month after you abandon it. For rent more than six months past due, the landlord must file a lien statement with the county clerk to keep it enforceable, but for current and recent rent, the lien is already in place with no filing required.5State of Texas. Texas Property Code Chapter 54 – Landlord’s Liens
If you fall behind on rent and try to move property out of the building, the landlord can apply to a justice of the peace for a distress warrant to seize it. Your business assets can be locked down before an eviction proceeding even begins. Removing equipment quietly is not a workable strategy. Any lender financing your equipment should also know about this competing claim; some lenders require the landlord to sign a lien waiver before approving a loan.
The Landlord’s Duty to Mitigate If You Leave Early
If you vacate without fulfilling your lease obligations, the landlord has a statutory duty to make reasonable efforts to re-lease the space. This duty cannot be waived, even by a lease provision that says otherwise.6State of Texas. Texas Property Code 91.006 – Landlord’s Duty to Mitigate Damages The landlord does not have to accept any tenant who walks in the door, but cannot leave the space empty and bill you for the full remaining term without trying to fill it.
This is one of the few statutory protections that survives whatever the lease says. Keep records if you leave early: dates the space was listed, asking rent, prospective tenants shown. If the landlord sues for unpaid rent, evidence that they did not seriously market the space reduces what they can collect.
Quiet Enjoyment and Constructive Eviction
The right to quiet enjoyment is implied in Texas commercial leases unless you agree to waive it. It means you can use your leased space without the landlord or anyone with a superior claim substantially interfering with your business operations. It does not mean the space will be silent. It means the landlord cannot take actions that materially prevent you from operating.
Interference can look like many things: the landlord blocking customer access during renovations, persistent utility outages the landlord refuses to fix, or construction noise so severe it drives away business for weeks. Courts look at both the severity and duration of the interference. Some leases carve out disruptions outside the landlord’s control, such as municipal road projects.
When interference becomes business-destroying, Texas law recognizes constructive eviction. A commercial tenant claiming constructive eviction must prove four things: the landlord intended or allowed the interference; the interference was serious enough to substantially prevent use of the space for its intended purpose; the deprivation was ongoing rather than a one-time incident; and the tenant actually vacated the premises within a reasonable time after the problem started.
That last element trips up most tenants. You cannot stay in the space, pay reduced rent, and later claim constructive eviction. If conditions are truly intolerable, you have to leave, and leave promptly. A tenant who successfully proves constructive eviction is released from paying further rent.
ADA Obligations You Cannot Contract Away
Federal law makes both the landlord and the tenant independently responsible for ADA Title III compliance, regardless of what the lease says about who handles accessibility. If your leased space is open to the public, you are a “public accommodation” and you must remove architectural barriers when doing so is readily achievable.7U.S. Department of Justice. Americans with Disabilities Act Title III Regulations
“Readily achievable” means the change can be made without much difficulty or expense, judged case by case on the cost of the work and the financial resources of your business and any parent company. The obligation is ongoing: a barrier removal project you could not afford three years ago may become required as your business grows. If you make alterations that affect a primary function area, the path of travel to that area must also be made accessible, up to a cost of 20 percent of the overall alteration budget.
A lease can allocate ADA compliance responsibilities between landlord and tenant, and many do. That allocation governs only who pays as between the two of you. It does not protect either party from a third-party ADA complaint. If a customer with a disability sues over inaccessible features, both landlord and tenant are potentially liable even if the lease assigns all ADA responsibility to just one of them.
Where You Have No Statutory Protection
Several areas that residential tenants take for granted are, for commercial tenants, entirely a matter of what the lease says. If the lease is silent, you generally have no fallback.
No Anti-Retaliation Statute
Residential tenants in Texas have explicit statutory protection against landlord retaliation for complaints about code violations or repair requests.8State of Texas. Texas Property Code 92.331 – Retaliation by Landlord Commercial tenants have no equivalent statute. If you complain about a maintenance problem or dispute a charge, the landlord is generally free to decline lease renewal or take other lawful actions without it being considered retaliation.
You do have some recourse. If the landlord responds to complaints by deliberately shutting off utilities, blocking access, or taking other actions that violate the lease or make it impossible to operate, you may have a claim for breach of contract or constructive eviction. The protection is narrower than what residential tenants get, so document everything and address problems in writing.
No Notice Rule for Landlord Entry
Texas has no statute governing when a commercial landlord can enter your space. There is no required notice period, no list of permissible reasons, and no default rule that applies when the lease is silent. What you negotiate is what you get.
Most commercial leases allow the landlord to enter for inspections, maintenance, showing the space to prospective tenants or buyers, and emergencies. Even without a specific clause, the landlord cannot enter in a way that disrupts your operations enough to violate your right to quiet enjoyment. That is a weak protection to rely on. If unannounced access would interfere with your business, negotiate a written notice requirement of at least 24 to 48 hours before signing.
No Statutory Repair Duty
Residential landlords in Texas have a statutory duty to make repairs affecting health and safety. Commercial landlords have no such obligation. Maintenance responsibilities are whatever the lease says they are. In a triple net (NNN) lease, the tenant can end up responsible for everything from HVAC servicing to roof repairs and parking lot resurfacing.
HVAC replacement is the most expensive maintenance surprise for commercial tenants. In most standard leases, replacing an entire HVAC system is treated as a capital expenditure that falls on the landlord, while routine maintenance like filter changes and thermostat repairs falls on the tenant. Some leases shift the entire HVAC burden to the tenant. Read the maintenance provisions with a focus on who pays when equipment needs to be replaced rather than just repaired.
Many leases require tenants to notify the landlord of maintenance issues within a specific timeframe. Miss that window and you may lose the right to have the landlord pay for a repair that would otherwise be their responsibility. Keep written records of every request you submit.
No Rent Control
Texas has no rent control for commercial properties, so there is no statutory ceiling on how much your rent can increase.1State of Texas. Texas Local Government Code 214.902 – Rent Control Escalation clauses are common and can take several forms: a fixed annual percentage, adjustments tied to the Consumer Price Index, or pass-throughs of rising property taxes and insurance premiums. The only limit is whatever cap you negotiate into the lease.
Late Fees Must Be Disclosed
Texas has no mandatory grace period for commercial rent. If rent is due on the first and you pay on the second, you are late. But any charge a landlord assesses beyond base rent and physical damage costs must be spelled out in the lease, an exhibit attached to it, or a written amendment.4State of Texas. Texas Property Code Chapter 93 – Commercial Tenancies That includes late fees. If the lease does not specify a late fee or a formula for calculating one, the landlord cannot invent a charge after the fact.
Where the lease does provide a late fee, Texas courts will generally enforce it as written unless it is so disproportionate to actual damages that it functions as a penalty. Acceleration clauses, which make the entire remaining balance due immediately on default, are enforceable when clearly stated.
Personal Guarantees Survive the Business
Many landlords require the business owner to personally guarantee the lease, especially when the tenant is a new LLC or corporation with limited assets. A personal guarantee means the landlord can come after your personal assets — savings, home equity, other property — if the business cannot pay. This liability survives a business bankruptcy: even if the company’s debts are discharged, the personal guarantee remains enforceable.
If you are asked to sign one, negotiate limits before you do. A “good guy” guarantee releases you from personal liability once you voluntarily surrender the space in good condition. You can also negotiate a cap on the guaranteed amount or a burn-off provision that reduces exposure over time as you build a track record of on-time payments. These protections are not automatic. Landlords do not offer them unless you ask.
The Bottom Line for Texas Commercial Tenants
The statutory protections are real but narrow: your deposit back within 60 days of surrender plus written forwarding address, itemized deductions if any are withheld, rules the landlord must follow when locking you out, a ban on utility shutoffs used as pressure, disclosure of any charge before it can be assessed, and a duty on the landlord to try to re-lease if you leave early. You have an implied right to quiet enjoyment and a doctrine of constructive eviction if things get bad enough that you actually vacate. Federal ADA obligations apply to you directly.
Beyond that, the lease is the law of your tenancy. Read it before signing, negotiate the provisions that matter to your business, and keep every communication with the landlord in writing.