A licence for works is the landlord’s formal written consent for a tenant to carry out alterations to leased premises in Scotland. Most commercial leases prohibit alterations without the landlord’s consent, and the licence records exactly what works are approved, how they must be carried out, and whether the tenant must remove them and reinstate the premises at the end of the lease.
In England the same document is usually called a licence to alter or a licence for alterations. This guide explains when you need a licence for works in Scotland, what it normally contains, how Scots law differs from English law on consent, and what can happen if a tenant carries out works without a licence.
In brief
- A licence for works is a formal consent under the lease. It does not change the lease terms themselves.
- It is normally prepared by the landlord’s solicitor and signed by landlord and tenant, and often any guarantor.
- In Scotland there is no general statutory rule that consent cannot be unreasonably withheld. It depends on the wording of the lease.
- Building warrant, planning permission and other statutory consents are separate and still needed.
- Unauthorised alterations can be a material breach, a dilapidations liability and a problem when selling a commercial property.
On this page
- When do you need a licence for works or a licence to alter?
- Is consent “not to be unreasonably withheld” in Scotland?
- The licence process: what the document usually contains
- Reinstatement at the end of the lease
- Licences for works at the start of a lease
- What if a tenant carries out works without a licence?
- Practical steps for tenants
- Frequently asked questions
When do you need a licence for works or a licence to alter?
Check the alterations clause in your commercial lease. Typical leases divide works into three categories, and the lease will state which alteration needs the consent of the landlord:
| Type of works | Usual position | Examples |
|---|---|---|
| Structural or external alterations | Prohibited, or allowed only with the landlord’s consent at its discretion | Removing walls, new shopfronts, roof plant, extensions |
| Internal non-structural alterations | Allowed with the landlord’s consent, often not to be unreasonably withheld | Partitioning, new kitchens, raised floors, lighting |
| Minor works | Sometimes allowed without consent, but notice may be required | Demountable partitions, decoration, data cabling |
If the proposed works need consent, the tenant should apply before starting work, with drawings and a clear scope of works. Signage, plant and changes affecting services or the building’s fire strategy almost always need consent, even where internal works do not.
Is consent “not to be unreasonably withheld” in Scotland?
This is one of the key differences between Scots and English law. In England, section 19(2) of the Landlord and Tenant Act 1927 implies that a landlord’s consent to improvements cannot be unreasonably withheld. There is no equivalent statute in Scotland. A Scottish landlord can refuse consent for any reason, or none, unless the lease itself says consent will not be unreasonably withheld or delayed.
That makes negotiating the alterations clause at the outset very important. Tenants who expect to fit out or adapt their premises should ask for internal works to be permitted with consent not to be unreasonably withheld or delayed, and for minor works to need no consent at all. Our guide to key commercial lease terms in Scotland covers this and other clauses tenants should check.
The licence process: what the document usually contains
The licence is a legal document that grants the tenant permission to carry out specified alterations, subject to the conditions recorded in the licence. The landlord’s solicitor will usually draft the licence once the landlord is satisfied with the proposals.
- The approved works: described by reference to specific drawings and specifications attached to the licence.
- Statutory consents: an obligation on the tenant to obtain building warrant, planning permission, listed building consent and any other consents before starting, and to obtain a completion certificate afterwards.
- How works are carried out: in a good and workmanlike manner, with good quality materials, by approved contractors, within a set time, and in compliance with the Construction (Design and Management) Regulations 2015.
- Insurance and indemnity: the tenant’s contractors must be insured, and the tenant indemnifies the landlord against loss or claims arising from the works.
- Access and inspection: the landlord’s right to inspect the works.
- Reinstatement: whether the tenant must remove the alterations and reinstate the property to its original condition at the expiry of the lease or earlier termination.
- Rent review: whether the works are disregarded at rent review, so the tenant does not pay rent on its own improvements.
- Collateral warranties: for significant works, warranties from contractors and designers in favour of the landlord.
- Costs: usually the tenant pays the landlord’s legal and surveyor’s fees.
Reinstatement at the end of the lease
Reinstatement is often the most valuable clause in the licence. If the tenant must remove the alterations at the end of the lease, the cost can be significant, and it will form part of any dilapidations claim. Tenants should try to agree, at the time of the licence, which works will not need to be removed, or that the landlord must give notice requiring reinstatement within a set period before the ish.
Under the Scots law of accession, alterations attached to the building generally become part of the landlord’s property. A tenant’s trade fixtures can usually be removed before the lease ends, but only if the tenant makes good any damage.
Licences for works at the start of a lease
Where a tenant is taking new premises and needs to fit them out, the landlord’s consent to the initial works is often built into the agreement for lease or the lease itself, or a licence for works is signed at the same time. The tenant may negotiate a rent free period to cover the fit-out. Our tenant lease solicitors can make sure the consent and reinstatement terms are agreed before you sign.
What if a tenant carries out works without a licence?
A tenant who wishes to carry out the works quickly may be tempted to start before the licence is signed. That is a breach of lease, even if the landlord has said informally that it is happy, because the landlord’s written consent is usually required.
Possible consequences include:
- the landlord demanding that unauthorised works are removed and the premises reinstated;
- a claim for damages or for the cost of putting things right;
- in serious cases, irritancy, which can terminate the lease, subject to the “fair and reasonable landlord” test in section 5 of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985;
- a larger dilapidations claim at the end of the lease;
- problems on assignation, subletting or when selling a commercial property, because buyers and incoming tenants will ask for evidence of consent, building warrants and completion certificates.
If works have already been carried out without consent, it is usually best to approach the landlord for a retrospective licence rather than wait for the issue to arise at the worst moment.
Practical steps for tenants
- Read the alterations clause in the lease.
- Prepare drawings and a scope of works before approaching the landlord.
- Ask the landlord’s solicitor for the draft licence early, and negotiate reinstatement and rent review terms.
- Obtain building warrant and planning consents before starting.
- Keep copies of the signed licence, warrants and completion certificates with the lease.
Landlords should also have a clear process. Our landlord lease solicitors prepare licences for works that protect the building and its value. For repair issues in new or refurbished buildings, see our guide to tenant repair obligations.
Frequently asked questions
Is a licence for works the same as a licence to alter?
In practice, yes. “Licence for works” is the term commonly used in Scotland. “Licence to alter” is more common in England and Wales.
Can my landlord refuse consent for alterations?
In Scotland, yes, unless the lease says consent will not be unreasonably withheld. Even then, a refusal for a good reason, such as the works harming the building or its value, may be reasonable.
Do I need a building warrant as well as a licence for works?
If the works need one under the Building (Scotland) Act 2003, yes. The landlord’s consent does not replace statutory consents.
Who pays for the licence for works?
The tenant usually pays the landlord’s reasonable legal and surveyor’s costs, as well as its own.
Will I have to remove the works when I leave?
That depends on the licence and the lease. Many licences require reinstatement at the end of the lease if the landlord asks for it, so this should be negotiated before the licence is signed.
Speak to a commercial property solicitor
Whether you are a tenant planning a fit-out or a landlord asked for consent, we can prepare or review a licence for works quickly. Call us on 0141 471 9166 or book a free consultation.
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About the author
Scott Stevenson, Associate Director, Complete Clarity Solicitors
Scott Stevenson is an Associate Director at Complete Clarity Solicitors in Glasgow, the firm behind Business Lawyer Scotland. He studied at the University of Strathclyde and helps business owners and commercial clients work through practical legal problems. Colleagues value his calm, logical approach under pressure. Before law, Scott played football professionally from the age of 17, and he is now also a FIFA licensed football agent.
This guide reflects Scots law as at November 2026. It is general information, not legal advice for your circumstances.