Tenant Rights to Grace Period After Property Ownership Change Philippines

Executive snapshot

  • Sale or transfer of a leased property does not automatically cancel your lease. As a rule, the buyer steps into the shoes of the former lessor and must respect the lease for its term, unless the contract or law provides otherwise.
  • Grace period ≠ automatic eviction deadline. A “grace period” after a change of ownership is not automatic under the Civil Code; what the law ensures is continuity of the lease (or, in limited scenarios, legally required advance notice and court process before you can be made to vacate).
  • If the property is under Rent Control coverage, a mere change of ownership is not a lawful ground to evict. Even when a lawful ground exists (e.g., owner’s bona fide need for personal use), advance written notice (customarily three months) and due process are required.
  • If your lease is written and of a date certain, or annotated on the title, or the buyer had notice (including actual possession), the buyer is ordinarily bound to respect it until expiry.
  • Security deposits, unpaid utilities, advance rentals: These follow the property and the lease—the new owner assumes the lessor’s duties and claims.
  • You cannot be forced out without due process. Even with a valid ground to terminate, eviction requires proper notice and, failing voluntary move-out, a court case and writ of execution—after which courts typically allow reasonable time for turnover.

The legal architecture

1) Continuity of leases despite sale or transfer

  • Under the Civil Code, the buyer of a leased property generally substitutes the seller as lessor. The lease continues on the same terms (rent, duration, use), unless there is a contrary stipulation in the lease that is enforceable against the tenant or an applicable law says otherwise.
  • Notice and publicity matter: Where the lease is written and of a date certain and/or annotated on the owner’s duplicate title, a buyer is bound. Even if unannotated, the buyer who purchases with notice—including the tenant’s actual possession—is typically not in good faith and likewise takes the property subject to the lease.

2) Rent control overlay (residential)

  • The Rent Control framework (periodically extended by law and implementing rules) restricts grounds for eviction and rent increases for covered units (usually up to specific monthly rent ceilings).
  • Change of ownership is not, by itself, a ground for eviction. A new owner cannot evict just because they bought the property.
  • If the new owner invokes a lawful ground (e.g., bona fide owner’s use), rules customarily require advance written notice (commonly three months) and prohibit re-letting to another tenant within a restricted period (often one year) if owner’s use was the ground. The exact details depend on the then-effective rent control issuance.

3) Commercial leases (non-residential)

  • The Civil Code governs. A sale does not cancel the lease. Termination must be per contract or per law (e.g., breach). Many commercial leases include attornment and non-disturbance clauses to ensure continuity after a sale or refinancing. Absent a contractual termination right, the tenant can remain until the agreed expiry.

4) What “grace period” really means in practice

  • The law does not grant a blanket “X days” grace period upon transfer of ownership. Instead:

    • If the lease continues, you simply keep paying to the new lessor from the effective date of transfer—no vacate deadline applies.
    • If the new owner has a valid termination ground and serves proper notice under law/contract, the “grace period” is the notice period (e.g., three months in rent control contexts for owner’s use) plus whatever time a court may later allow upon issuing a writ.
    • Courts may grant reasonable time to vacate after a final judgment in an unlawful detainer/forcible entry case.

After the sale: what changes for tenants (and what does not)

A) Who is your landlord?

  • Your lessor becomes the buyer/transferee. Expect a notice of assignment/attornment stating: (1) the transfer date, (2) where to pay, (3) the person authorized to receive notices, and (4) bank details for rent.

B) Rent and terms

  • Rent amount, due dates, use restrictions, and term remain as written. Unilateral changes (e.g., “WFH discount gone,” “new rate because I’m the owner”) are not allowed unless permitted by the lease or applicable law.

C) Security deposit, advance rentals, and utilities

  • The security deposit and advance rentals are liabilities the new owner inherits. The deposit should carry forward to the new lessor and be refundable under the same conditions at end of lease, less lawful deductions (e.g., unpaid utilities, reasonable damages).

D) Taxes and receipts

  • Residential: typically the landlord’s EWT/VAT obligations are minimal or none.
  • Commercial: tenants often withhold (EWT) on rent and issue BIR Form 2307 to the new lessor using the latter’s TIN. Ask for the new owner’s BIR 2303 (Certificate of Registration) so your withholding documents match.

E) Repairs, access, and quiet enjoyment

  • The new owner assumes the duty to maintain (as per lease and Civil Code) and to respect your quiet enjoyment. Access for repairs/inspection must follow contractual notice rules.

When can a new owner validly require you to vacate?

  1. Lease expired and you did not renew (or renewal is disallowed per contract).
  2. Material breach of the lease (e.g., nonpayment, illegal use), after notice and in line with cure provisions.
  3. Lawful ground under Rent Control (if covered)—e.g., owner’s bona fide need for the unit—with required advance written notice and compliance with all conditions.
  4. Special clauses in the lease that are valid and enforceable, such as a sale with right to terminate on defined notice. (These are strictly construed; if ambiguous, they are read against the drafter/lessor.)

Important: Even where a ground exists, the landlord must observe notice requirements and, absent voluntary vacating, file the proper ejectment case. Self-help evictions (lockouts, cutting utilities, removing doors) are illegal and may expose the owner to damages and criminal liability.


Practical timelines & notice concepts

  • Attornment/owner-change notice: Advises where to pay and who is the new lessor. Tenants should not be in default if they continue paying the former owner until proper notice is received.
  • Rent Control notice (owner’s use): Commonly three months’ advance written notice before the intended repossession date (plus the standard restrictions on re-leasing to others).
  • Contractual notice: Your lease might specify how many days’ notice is needed for termination on particular grounds; these are enforceable if consistent with law.
  • Court process: If contested, unlawful detainer typically requires prior demand to vacate (often 15 days for land/ 5 days for buildings in classic rules of court practice) before filing; timelines then follow litigation calendars.

Special situations

1) Lease not written / verbal tenancy

  • Civil Code rules still apply. Proof of tenancy (receipts, messages, prior checks, actual possession) matters. A buyer aware of possession typically takes subject to the lease.

2) Unrecorded long-term leases

  • For long terms (e.g., beyond one year) it is prudent to notarize and annotate on the title to bind subsequent buyers. This prevents the “I’m a buyer in good faith” defense.

3) Owner’s use as ground to evict (residential)

  • Must be in good faith, with advance notice and adherence to rent control restrictions if applicable. Evictions for owner’s use cannot be a pretext to install a new paying tenant immediately.

4) Foreclosure purchases

  • Buyers at foreclosure step into the mortgagee’s shoes as new owners. Existing leases prior to the mortgage may have stronger protection than leases subsequent to the mortgage; actual possession and notice remain crucial. Expect the court/sheriff to allow reasonable time for turnover after writ issuance.

5) Sublease and assignments

  • A change of ownership of the property does not by itself nullify a consented sublease. The new owner inherits the consent unless the head lease prohibits or conditions subletting and enforces termination per contract.

What tenants should do immediately after a change in ownership

  1. Ask for a written notice of transfer and proof of authority (e.g., deed of sale/assignment advice) and the new owner’s bank details and contact person.
  2. Request acknowledgment that your security deposit and advance rentals are recognized and carried over.
  3. Continue paying on time—if unsure whom to pay, place rent in escrow or pay to the last recognized lessor until notice to avoid default.
  4. Keep records (receipts, notices, messages).
  5. Review your lease for any sale/termination clause and notice provisions.
  6. If pressured to vacate, ask for the legal ground and required notice; do not surrender possession without a clear, documented agreement or court order.

What new owners should do to stay compliant

  • Serve a formal attornment notice identifying: (a) new lessor, (b) effectivity of transfer, (c) where to pay, (d) acknowledgment of deposits/advances, and (e) contact for repairs/permits.
  • Respect existing leases; do not change rent midterm unless the lease allows and the tenant consents.
  • If invoking owner’s use (covered residential units), provide advance written notice (commonly three months); comply with all rent control conditions.
  • Avoid self-help; if negotiations fail, proceed with lawful ejectment process.

Templates (short forms)

A) Tenant request for carryover of deposit/attornment

Subject: Change of Ownership—Request for Written Acknowledgment of Lease Continuity Dear [New Owner], We acknowledge your notice of transfer effective [date]. Kindly confirm in writing that: (1) our lease dated [date] continues on existing terms until [expiry]; (2) you have received and will honor our security deposit of ₱[amount] and advance rent of ₱[amount]; (3) rental payments starting [month] should be remitted to [account]. Thank you.

B) Tenant response to premature demand to vacate

Subject: Request for Legal Basis and Notice Period Dear [New Owner], We received your request to vacate by [date]. Please cite the specific legal/contractual ground and the required notice period. Our lease runs until [expiry] and we remain current on rent. We are prepared to discuss a consensual exit with reasonable timeline and settlement of deposit/advance.


Frequently asked questions

Is there an automatic “30-day grace period” after sale? No. The lease continues; there is no automatic vacate deadline because of a sale.

Can the new owner raise rent right away? Not mid-term, unless the lease expressly allows it and applicable laws (e.g., rent control) permit it.

Who holds my security deposit now? The new owner. Insist on written acknowledgment.

We have no written lease. Are we protected? Yes. Civil Code protections apply. Prove the tenancy (receipts, possession), and the buyer with notice typically takes subject to your lease.

The new owner cut our power/water to force us out. This is illegal self-help. Document it and seek urgent relief (barangay blotter, police assistance, or court action); you may claim damages.


Key takeaways

  • Change of ownership ≠ change of lease. Your lease survives; the buyer becomes your landlord.
  • A “grace period” after sale is not a blanket rule; what matters is notice, lawful ground, and due process.
  • Rent Control (if applicable) gives stronger shields: change of ownership alone doesn’t justify eviction; advance notice (commonly three months) is required for owner’s-use repossession.
  • Deposits/advances carry over; demand written acknowledgment.
  • Don’t vacate under pressure. Without consent, an owner must give proper notice and—if contested—win in court before a sheriff can enforce eviction, often with reasonable time to move out.

This article provides general information on Philippine landlord-tenant practice. For complex cases (e.g., unannotated long leases, foreclosure purchases, rent control coverage thresholds, or disputed notices), consult a Philippine lawyer for tailored advice.

Disclaimer: This content is not legal advice and may involve AI assistance. Information may be inaccurate.