When a landlord misses the trigger date on a commercial rent review, the review rarely dies. The default rule from United Scientific Holdings Ltd v Burnley Borough Council [1978] AC 904 — that time is not of the essence in rent review clauses — means procedural slippage is usually recoverable.

The counter-notice regime under the Landlord and Tenant Act 1954 works differently. Its deadlines are set by Parliament, not by contractual machinery. Miss the landlord's two-month counter-notice window and you cannot oppose renewal at trial. Miss the court application deadline and the tenancy ends. No judicial discretion. No equitable extension. No second chance.

This article maps the three critical windows in a business lease renewal: what each one requires, who bears it, and what is forfeited when it is missed.

Counter-Notices Only Apply If Your Lease Has Security of Tenure

Before these windows matter, confirm that your lease is inside the Act.

Part II of the Landlord and Tenant Act 1954 applies to any tenancy where you occupy the property for the purposes of your business. That covers the vast majority of commercial leases in England and Wales. But if your lease was contracted out under section 38A, the Act does not apply. When the fixed term expires, the tenancy ends. No counter-notices, no court applications, no automatic continuation — your landlord simply gets the premises back.

Contracting out requires a specific procedure before the lease is granted: the landlord must serve a warning notice and you must sign a statutory declaration in front of a solicitor confirming you understand you are waiving security of tenure. Check your lease schedule or covering documents for any reference to a section 38A declaration. If you find one, nothing in this article applies to your position.

If you find no such declaration, you almost certainly have security of tenure. Read on.

Two Ways the Renewal Process Starts

The 1954 Act gives both parties the power to initiate renewal. The landlord can start it, or you can.

The landlord's section 25 notice. The landlord terminates the continuation tenancy by serving a notice under section 25, specifying a date on which the tenancy is to end. That notice must also state whether the landlord intends to oppose your application for a new tenancy. A landlord who opposes must say so in the notice and identify which ground or grounds it is relying on. A landlord who does not oppose — perhaps wanting to reset the rent and terms rather than recover the building — serves what practitioners call a "friendly" section 25 notice, setting out its proposed new terms instead.

One point that catches tenants out: under the original 1954 Act, you were required to serve a counter-notice within two months of receiving a section 25 notice, confirming that you intended to stay. The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 abolished that requirement entirely. Under current law, no counter-notice from you is required in response to a section 25 notice. Older books still describe it. If your solicitor raises it, they may be working from an outdated precedent.

The tenant's section 26 request. You can also take the initiative. If your current tenancy was granted for a fixed term of more than one year, and your landlord has not already served a section 25 notice, you may serve a section 26 request setting out your proposals for the new tenancy — the proposed commencement date, the rent, and the other terms you want. The request must be in the prescribed form under the Notices Regulations 2004.

There is a tactical reason to consider moving first. A landlord cannot serve a section 25 notice after you have served a section 26 request, and you cannot serve a section 26 request after your landlord has served a section 25 notice. Whichever party moves first sets the timetable. If you anticipate a hostile landlord, serving a section 26 request early — and specifying the latest permitted start date — buys you the maximum negotiating window.

Once a new tenancy is granted, whether by agreement or court order, the rent is determined under section 34 of the Act — a distinct valuation process from the rent review machinery in your existing lease.

Window 1: The Initial Notice — Six Months to Twelve Months

Both the section 25 notice and the section 26 request must land within a defined band: the termination date or proposed new tenancy start date must be no less than six months and no more than twelve months from the date the notice or request is served.

A notice outside that band is invalid. A section 25 notice served thirteen months before the proposed termination date is too early. One served three months before the date it specifies is too late. Either way, it has no legal effect.

The calendar-month trap. In Dodds v Walker [1981] 1 WLR 1027, the House of Lords confirmed that "not less than six months" means six calendar months — the corresponding date six months later — not 182 days from the date of service. A section 25 notice served on 30 September 2026 must specify a termination date no earlier than 30 March 2027, not 28 or 29 March. That one-day difference has invalidated notices in practice. When you receive any notice under the Act, check the arithmetic before assuming it is valid.

Window 2: The Landlord's Counter-Notice to Your Section 26 Request — Two Months

If you have served a section 26 request, this is the deadline that determines whether your landlord can fight renewal at all.

Consequence first. If the landlord does not serve a counter-notice within two months of your section 26 request, it cannot oppose the grant of a new tenancy. The court must grant renewal. The landlord cannot run any of the statutory grounds — disrepair, own occupation, demolition, any of them — regardless of how strong its underlying position might be. It is confined to arguing about the terms of the new tenancy: the rent, the duration, any break rights. The right to defeat renewal entirely is gone.

The mechanism is section 26(6). The landlord's counter-notice must state that it intends to oppose and must identify the specific grounds from section 30(1) on which it will rely. Both conditions must be met within two months of the date of your request.

The grounds are locked in from that moment. Whatever appears in the counter-notice is the full extent of the landlord's case at trial. A landlord that states ground (f) — intention to demolish and redevelop — cannot switch to ground (g) — own occupation — at the hearing if its redevelopment case starts to look thin. This matters to you when you receive a counter-notice: a landlord citing ground (f) without planning permission, or ground (g) where it purchased the freehold within the last five years, may be committing to a position it cannot sustain.

This window cannot be extended. Unlike the court application deadline discussed below, there is no mechanism in the Act for the landlord to extend the two-month counter-notice period by agreement. Once it has closed without a counter-notice, the landlord's ability to oppose is gone permanently. Having served a section 26 request, note the deadline date and confirm in writing when it passes without a counter-notice arriving.

Window 3: The Court Application — Two to Four Months

Whether the process started with your landlord's section 25 notice or your section 26 request, the window to make a court application runs from the same starting point: the date of the notice or request.

Under section 29A of the Act, any application to the court must be made no less than two months and no more than four months after the landlord's section 25 notice or your section 26 request. This applies whether you or your landlord makes the application — the 2003 reforms gave both parties the right to apply, whereas previously only the tenant could.

What happens if nobody applies by month four. The right to apply is lost. The tenancy ends on the date specified in the section 25 notice. At that point a court cannot help you. This is categorically different from a missed rent review deadline. There is no default rule that saves you, no court discretion to extend, and no equitable remedy. The statutory window is absolute.

The extension agreement — your most important procedural tool. Section 29B allows the landlord and tenant to agree in writing, before the current deadline expires, to extend the time for making the court application. Multiple successive extensions are permitted. There is no prescribed form: a written exchange between solicitors confirming the new date is sufficient, provided it is agreed and documented before the existing window closes.

This provision exists precisely for situations where negotiations are progressing but need more time. Most contested renewals where the parties are in active discussion do not proceed to court immediately — extension agreements keep the option alive without forcing a filing. Agree one proactively. Do not wait until day 118 of a 120-day window to raise it.

The minimum two-month period before applying to court — the lower bound of the window — is primarily there to give negotiations a chance. In Kammins Ballrooms Co Ltd v Zenith Investments (Torquay) Ltd [1971] AC 850, the House of Lords held that this minimum period is for the tenant's benefit and can be waived by the landlord. An early application will not automatically fail if the landlord does not object to its timing.

Section 64: What a Timely Application Buys You

Once you make a valid court application within the section 29A window, your current tenancy continues automatically under section 64 until three months after the proceedings are finally resolved — including any appeal.

During that period your landlord cannot re-let the premises, treat the tenancy as ended, or seek possession because the contractual term has expired. You remain in occupation on the existing terms for as long as the proceedings run.

This is the practical prize of filing within the window. A tenant who applies and loses still has three months after judgment to find alternative premises and plan the exit. A tenant who misses the window has no such protection: the tenancy ends on the date in the section 25 notice, and the landlord can act immediately.

The Section 30 Grounds: What the Landlord Must State in Its Notice

A landlord opposing renewal may only rely on grounds it has stated in its section 25 notice or its section 26 counter-notice. It cannot add grounds at trial.

The seven section 30(1) grounds range from discretionary — the tenant's disrepair, persistent rent arrears, other substantial breaches, an offer of alternative accommodation, an uneconomic sub-tenancy — to mandatory if established at trial. The two most commonly run in office lease renewals are:

• Ground (f): The landlord intends to demolish or reconstruct the premises, or carry out substantial works, and cannot reasonably do so without obtaining possession. The landlord must demonstrate a genuine, settled intention at the date of the hearing — not a vague aspiration.
• Ground (g): The landlord intends to occupy the holding for its own business or as its residence. Again, genuine settled intention is required. Ground (g) also carries a five-year bar: a landlord whose interest was purchased or created within the five years immediately before the termination date cannot use this ground if the holding has been in continuous business occupation throughout that period — a rule that prevents landlords buying a freehold specifically to evict long-established tenants.

Read the stated grounds in any notice or counter-notice carefully. A landlord citing ground (f) with no planning application on record, or ground (g) where it bought the freehold recently, may be using the notice to discourage you from applying rather than committing to a case it can win.

Diary These Dates

On receiving a section 25 notice, or from the date you serve a section 26 request, set these dates immediately:

1. Date + 2 months — hard deadline for the landlord's counter-notice to your section 26 request. If nothing arrives, the landlord cannot oppose renewal.
2. Date + 2 months — earliest date a court application can be made without the landlord objecting to premature filing.
3. Date + 4 months — hard outer limit for any court application. If this passes with no application filed and no written extension agreed, the renewal right is gone.
4. Termination date in the section 25 notice — the date the current tenancy ends if no application is made and no extension is in place.

Agree a section 29B extension before month four arrives. Inside the window, your landlord has every incentive to agree — no party wants to litigate if negotiations are live. Once the window closes, that leverage is gone.

Sources

• Landlord and Tenant Act 1954 (2 & 3 Eliz. 2, c. 56), Part II — References/Statutes-Cases/LTA-1954.pdf; current amended text at legislation.gov.uk/ukpga/Eliz2/2-3/56/contents
• Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 (SI 2003/3096) — abolition of tenant counter-notice to s.25; both-party application rights; section 29B extension agreements
• Landlord and Tenant Act 1954, Part 2 (Notices) Regulations 2004 (SI 2004/1005) — prescribed forms for section 25 notices and section 26 requests
• Dodds v Walker [1981] 1 WLR 1027 (HL) — "not less than six months" means six calendar months, not 182 days
• Kammins Ballrooms Co Ltd v Zenith Investments (Torquay) Ltd [1971] AC 850 (HL) — minimum two-month wait before court application is for the tenant's benefit; landlord may waive it
• United Scientific Holdings Ltd v Burnley Borough Council [1978] AC 904 (HL) — contrast authority: time not of the essence in rent review clauses; the 1954 Act statutory windows operate on different principles