Update: Upwards Only Rent Review Ban Receives Royal Assent

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Rebekah Jackson - Trainee Solicitor

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Upwards Only Rent Review Ban  Latest Developments v2

In our September 2025 blog, we discussed the Government’s proposed ban on upward-only rent review (“UORR”) clauses in commercial leases as part of the English Devolution and Community Empowerment Bill (“the Bill”). At that time, the Bill was still at the committee stage in the House of Commons.

Since then, the Bill has passed through the House of Commons and is now progressing through the House of Lords, with the second reading taking place on 8 December 2025 and the committee stage commencing on 20 January.

In this blog, our Commercial Property Lawyers outline the key updates, consider their potential impact on landlords and tenants, and highlight practical considerations for lease negotiations going forward.

 

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Brief Recap

UORR clauses prevent rent from decreasing at review.

While they provide landlords with predictable income, they can leave tenants paying above-market rent if market conditions decline.

The Government, as part of its plans to protect small businesses and high street retailers, aims to address this imbalance by offering tenants greater flexibility and protection.

If the Bill is passed into law, UORR clauses would be prohibited in new leases and lease renewals for business premises.

All rent reviews would instead need to reflect market conditions, allowing rents to increase or decrease.

Existing leases would generally remain unaffected, unless they are varied to include UORR clauses (more on which below).

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Brief Recap

Key Updates

The committee stage introduced significant amendments which impact how the ban will operate in practice. Here are the crucial updates since our previous blog.  

Scope of the ban

As originally drafted, the ban only applied to leases covered by Part II of the Landlord and Tenant Act 1954 (“the 1954 Act”).

As a result, the ban did not apply to tenants not in occupation, whether because they had not yet occupied, had vacated early, or sublet the whole of the property.

The amended Bill now specifies that tenants with a contractual right to occupy a premises for business purposes, to which Part II of the 1954 Act would apply if the tenant were in occupation, will be within the scope of the ban, even if they are not in actual occupation.

The Bill also bans UORR clauses from being subsequently introduced into existing leases by varying leases that were originally drafted to be compliant.

Originally, the Bill only considered lease terms at the time they were originally granted, creating a loophole, which has now been closed.

Letting agreements

Previously, the Bill banned agreements for lease and “put” options (options where a landlord can require that that a tenant takes a lease) from including day-one UORR clauses.

The amendments to the Bill brought “call” options (options where a tenant can require that the landlord grants a lease) within the scope of the ban.

This ensures that UORR clauses cannot be reintroduced through option arrangements.

Superior leases

Any provision in a superior lease requiring an underlease to contain a UORR will be ineffective.

Additionally, where a superior lease mandates that underleases contain a UORR clause, landlords will effectively lose control over rent review terms in underleases.

In such cases, the superior lease will instead operate as if it permits the inclusion of any rent review terms agreed between the parties to the underlease, i.e., between the tenant and the undertenant.

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Practical Considerations for Landlords and Tenants

We commented on the potential market implications in our September blog, namely:

  • Higher initial rents;
  • Shorter lease terms;
  • Wider adoption of fixed rent increases, especially in shorter leases;
  • More cautious investment strategies; and
  • Lenders adjusting their loan criteria, including loan to value ratios.

One new consideration relates to the impact on superior leases.

Landlords may want to consider amending leases ahead of the ban becoming law by removing obligations for underleases to contain UORR clauses.

That would allow them to maintain a level of control over rent reviews in future underleases.

Note: We will continue to monitor the Bill’s progress and provide updates as it moves through Parliament.

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Practical Considerations for Landlords and Tenants

Contact Our Commercial Property Solicitors

If you are a landlord or tenant negotiating new leases, renewals, or variations, our Commercial Property Lawyers can help you understand how the proposed ban on upwards-only rent review clauses may affect you and advise on structuring rent review provisions going forward.

Contact us today for tailored advice.

 

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Rebekah Jackson

Trainee Solicitor

Rebekah joined Myerson in September 2025 as a Trainee Solicitor. She studied Law at the University of Lancaster, graduating in 2022 with a First Class Honours LLB.

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