Licence to Alter: Key Points for UK Landlords and Commercial Tenants

If you’re fitting out new premises, refreshing your shopfront, or adapting a unit so your business can operate properly, you’ll often need more than a builder and a budget.

In many commercial leases, you also need the landlord’s written consent before you start works. That consent is often documented as a licence to alter (sometimes written as “license to alter”).

This document can feel like extra paperwork when you’re already juggling rent, contractors and opening timelines. But getting it right is one of the simplest ways to avoid disputes, delays, and expensive reinstatement obligations later on.

Below, we break down what a licence to alter is, when you might need one, what it usually covers, and how to approach it from a practical small business perspective.

What Is A Licence To Alter (And Why Does It Matter)?

A licence to alter is a written agreement where your landlord gives you permission to carry out specified alterations at the premises, usually on specific conditions.

It matters because many commercial leases include an “alterations” clause that says you:

• must not make changes without the landlord’s prior written consent; and/or
• may only carry out certain types of works with consent (and sometimes not at all).

In practice, a licence to alter helps both sides:

• For you (the tenant): it gives you written permission to do the works, which can protect you from being accused of breaching the lease.
• For the landlord: it controls the quality and safety of works, manages risk to the building, and clarifies what happens at the end of the lease (for example, reinstatement).

Most importantly, it creates a paper trail. If there’s ever a disagreement about what you were allowed to do, the licence to alter should spell it out.

Because this usually sits alongside your lease obligations, it’s worth making sure you understand the relevant lease clause and how your consent documents need to be signed. For example, some landlords will want the licence executed as a deed (with the related formality requirements), while others may accept a simpler written agreement. If you’re unsure, it can help to understand the practical rules around executing contracts and deeds.

When Do You Need A Licence To Alter?

You typically need a licence to alter where your lease requires landlord consent for alterations and the works fall within that scope.

Common examples where a licence to alter may be required include:

1) Shopfitting And Internal Fit-Out Works

• Installing or removing internal walls or partitions
• Changes to ceilings, floors or structural supports
• Installing kitchen extraction systems, grease traps, or ventilation (common for cafés and takeaways)
• Installing air conditioning units

2) Mechanical And Electrical (M&E) Changes

• New electrics, rewiring, or upgrading the consumer unit
• Changing plumbing and drainage
• Installing alarms, CCTV systems, or access control (especially if it impacts common parts)

3) External Works And Signage

• New signage, shopfront changes, shutters or awnings
• Painting exterior parts (even where it feels “cosmetic”)
• Satellite dishes or external cabling

4) Structural Alterations (Higher Risk)

Structural changes are usually treated as the highest risk category. Many leases prohibit them entirely, or only allow them with very strict controls.

Even if you think your works are “minor”, it’s not uncommon for a landlord (or managing agent) to treat them as notifiable. The right approach is to start with your lease wording and get clarity early.

If you’re negotiating a new lease or renewing one, it can be worth having it reviewed before you commit, because alteration rights can seriously affect how practical a premises is for your business. A quick commercial lease review can help you spot restrictions upfront (rather than discovering them mid-fit-out).

What Does A Licence To Alter Usually Cover?

While every property and landlord is different, a typical licence to alter will set out:

The Scope Of Works (The “What”)

This is the heart of the document. It will usually include:

• a description of the works;
• plans/drawings (and sometimes a full specification); and
• conditions about how the works must be carried out.

Tip: vague wording can cause problems. If you’re relying on the licence to protect you, make sure it clearly matches what your contractor will actually do.

Approvals And Compliance (The “How”)

Landlords commonly require you to:

• comply with building regulations and relevant legislation;
• obtain planning permission if needed;
• use qualified/insured contractors; and
• avoid causing nuisance or disruption to other occupiers.

In multi-let buildings, there may also be rules about working hours, noise, lift bookings, waste disposal, and access to common areas.

Insurance And Risk Allocation

A landlord will often require evidence of insurance (for example, public liability insurance and contractors’ insurance) and may include indemnities for damage caused by your works.

This is a common negotiation point, especially if the landlord’s wording is too broad (for example, making you responsible for issues unrelated to your works).

Reinstatement And End-Of-Lease Obligations

This is one of the biggest “hidden costs” for tenants.

Many licences to alter say you must reinstate the premises at the end of the lease (i.e. remove the alterations and put everything back the way it was), if the landlord asks you to.

That might be fine for removable items. But if you’ve done a substantial fit-out, reinstatement can be expensive and disruptive.

From a small business perspective, it’s worth thinking ahead:

• Will you want to leave the fit-out in place when you exit?
• Is the fit-out likely to improve the property’s value or appeal?
• Can you negotiate that certain works are permitted without reinstatement (or only reinstated in specific circumstances)?

Fees And Costs

It’s common for the tenant to pay:

• the landlord’s legal costs for drafting/negotiating the licence to alter; and
• the landlord’s surveyor costs for reviewing plans and inspecting works.

These costs can add up, so factor them into your fit-out budget and timeline early.

How The Document Must Be Signed

Some landlords require licences to alter to be executed as a deed, and some will require signatures to be witnessed. Others may not.

If you’re unsure about execution formalities, it’s worth checking the signing requirements so your document is valid and enforceable. For example, rules around who can witness a signature can matter if your landlord insists on deed execution.

How Do You Get A Licence To Alter? A Practical Step-By-Step

The process can feel bureaucratic, but it’s usually manageable if you approach it like a project plan.

Step 1: Check Your Lease First

Start with the alterations clause. Look for:

• whether alterations are permitted at all;
• whether you need consent (and whether consent can be withheld or delayed);
• any categories (non-structural vs structural; internal vs external); and
• any notice requirements (for example, submitting plans).

If the lease is unclear or heavily restricted, getting advice early can save you a lot of back-and-forth later.

Step 2: Prepare A Clear “Works Pack”

Landlords are far more likely to respond quickly when you provide complete information upfront. A typical works pack includes:

• drawings (existing and proposed layouts);
• a method statement;
• contractor details and proof of insurance;
• a programme/timeline for the works;
• any structural engineer input (if relevant); and
• any planning/building control information (if required).

This is also where you can start shaping the commercial conversation: are you asking for permanent consent, or consent with reinstatement?

Step 3: Apply For Landlord Consent (In Writing)

Even if you have a great relationship with your landlord, avoid relying on informal emails like “sounds fine”.

If the lease says you need “written consent”, landlords will usually expect a formal licence to alter signed by both parties.

Step 4: Negotiate The Draft Licence

Most negotiation points for tenants include:

• scope creep: ensuring the permitted works match your actual plans;
• indemnities: narrowing wording so you’re not taking on unreasonable risk;
• reinstatement: limiting reinstatement to specific items, or making reinstatement conditional on landlord request by a certain date;
• timescales: avoiding open-ended obligations;
• fees: capping surveyor/legal fees where possible.

Sometimes the landlord may propose changing other lease terms as part of the consent process. If that happens, it may be more appropriate to document certain changes through a deed of variation (rather than quietly shifting lease obligations through a side letter).

Step 5: Sign, Store And Follow The Conditions

Once signed, treat the licence to alter like a key business document:

• store a copy alongside the lease;
• give a copy to your project manager/contractor; and
• make sure site works comply with any building rules (especially in multi-tenant buildings).

If you later change the scope of works mid-project, don’t assume the original licence covers it. You may need further landlord consent.

What Happens If You Alter Without Consent?

This is where things can get painful. If your lease requires consent and you carry out works without a licence to alter, you may be in breach of lease.

Depending on the situation, consequences can include:

• Reinstatement demands: the landlord may require you to remove the works (sometimes within a set timeframe).
• Damages claims: if the landlord suffers loss or the building is damaged.
• Difficulties at lease end: disputes about dilapidations and making good.
• Problems on assignment or subletting: if you later want to sell the business, assign the lease, or bring in an incoming tenant, unauthorised works can derail the deal.
• Enforcement action: in serious cases, the landlord may consider enforcement remedies available under the lease and law. Forfeiture is possible in some circumstances, but it is highly fact-specific and typically involves strict procedural steps and notices.

Even where a landlord doesn’t take immediate action, unauthorised alterations can become a slow-burn issue that comes back at the worst possible moment - like when you’re renewing the lease, raising finance, or exiting the premises.

It’s also worth remembering that landlord consent is only one layer. You may also need planning permission, listed building consent, building control sign-off, and compliance with health and safety obligations. A licence to alter doesn’t override those requirements.

Landlord vs Tenant Tips: How To Keep The Process Commercial (Not Combative)

A licence to alter should be a practical document that lets your business operate while protecting the landlord’s asset. When it becomes overly rigid, both sides lose time and money.

If You’re A Commercial Tenant (Small Business)

• Start early: build consent time into your opening schedule, especially for hospitality fit-outs.
• Budget for costs: landlord legal and surveyor fees are common.
• Negotiate reinstatement upfront: don’t leave it as a vague “to be agreed later”.
• Document everything: keep plans, approvals and completion certificates.
• Think about your exit: a fit-out that helps you now might create liabilities later if reinstatement is required.

If You’re A Landlord (Or A Small Business Owning Its Premises)

• Be clear about required documents: works packs reduce delays.
• Keep conditions proportionate: overly broad indemnities and open-ended reinstatement can create disputes.
• Protect the building sensibly: insist on competent contractors and appropriate insurance, but avoid “gold-plating” requirements for minor works.
• Maintain consistency: if you manage multiple units, consistent approaches reduce future disagreements.

If the relationship is already strained, it may also be worth double-checking what your occupation arrangement is. For example, some arrangements are documented as a Licence to Occupy rather than a lease, and the alteration rights and enforcement landscape can look very different.

Key Takeaways

• A licence to alter is the landlord’s written permission for specific works, usually required where your commercial lease restricts alterations.
• Common works needing a licence include fit-outs, electrical/plumbing changes, air conditioning, shopfront/signage changes, and any structural alterations.
• A licence to alter usually covers the scope of works, compliance requirements, insurance and indemnities, fees, and end-of-lease reinstatement obligations.
• Start the process early, prepare a clear works pack, and make sure the final signed licence matches what you plan to build on site.
• Altering without consent can be a lease breach and may lead to reinstatement demands, damages claims, and disputes when you renew, assign, or exit.
• Where a licence to alter is executed as a deed, make sure you follow the correct signing formalities (including any witnessing requirements) so the document is enforceable.

If you’d like help reviewing your lease, negotiating a licence to alter, or making sure your fit-out documents are protecting your business properly, you can reach us at 08081347754 or team@sprintlaw.co.uk for a free, no-obligations chat.