Commercial Property Transactions
Commercial property purchases and sales, GST treatment, going concern transfers and retail and commercial lease assignments on sale.
Buying or Selling Commercial Property
Commercial property transactions differ from residential in due diligence depth, GST treatment, the centrality of the lease and tenant covenant, and the consents required from existing tenants. The contract usually needs significant work and the financial outcome can turn on the GST clauses alone. We act for purchasers, vendors and investors and coordinate the legal side of the transaction with your accountant.
Due Diligence Before the Transaction
We review title, planning, building approvals and environmental records, and where the property is tenanted, the leases, tenant covenant and rent roll, before you are committed to the deal.
Contract Review and Negotiation
Commercial contracts are heavily negotiated documents. We work through the special conditions, apportionments and warranties and negotiate changes that protect your position.
Key Issues in a Commercial Transaction
Leases and Existing Tenants
Where the property is leased, we review the existing leases and obtain tenant estoppel certificates confirming the terms are as represented. Notices to tenants and consents from the tenant may be required as part of the sale.
GST, Duty and Tax Treatment
GST is usually payable on commercial property, unless the sale qualifies as a going concern or another exemption applies. The margin scheme may also be relevant. Because this affects the price and cash flow at settlement, we recommend specialised taxation advice be obtained alongside the legal review, particularly for high value transactions.
Conditions Precedent and Planning
Commercial contracts are often conditional on finance approval, due diligence or third party consents, and we draft these so the timeframes and consequences of non satisfaction are clear. We also check zoning, permitted use and any contamination or environmental notices affecting the land.
Our process
How a matter of this kind moves from first contact to outcome.
Initial Due Diligence
We review title, planning, leases and environmental records before terms are finalised.
Contract Negotiation
Special conditions, GST treatment and warranties are negotiated on your behalf.
Tenant Consents
Estoppel certificates and notices are obtained from existing tenants where required.
Satisfy Conditions
Finance approval and other conditions precedent are tracked and satisfied.
Exchange and Settlement
Contracts are exchanged and settlement is completed electronically with adjustments finalised.
How Shah & Co Lawyers can assist
We work alongside your accountant to keep the legal, tax and lease issues aligned throughout the deal.
Contract Preparation and Review
Purchase and sale contracts drafted or reviewed for commercial property.
GST and Duty Advice
Advice on GST clauses, going concern elections and stamp duty, alongside your accountant.
Due Diligence
Title, planning, building approval and environmental checks.
Lease Review
Review of existing leases, tenant covenant and rent rolls.
Conditions Precedent
Drafting and tracking finance and other conditional terms.
Settlement Coordination
Electronic settlement with adjustments and registration.
Matters we focus on in commercial deals
- GST treatment, including going concern and margin scheme eligibility.
- Existing lease terms, tenant covenant and outstanding rent reviews.
- Planning, zoning and permitted use of the property.
- Environmental notices or known contamination issues.
- Conditions precedent, including finance and due diligence periods.
Frequently asked questions
General information only. Every matter turns on its own facts.
Other property law & conveyancing services
Residential Purchases
Acting for purchasers of residential property, including contract review, exchange, cooling off, stamp duty, finance conditions and settlement.
Learn moreResidential Sales
Acting for vendors, including preparation of the contract for sale of land, vendor disclosure, special conditions and settlement.
Learn moreContract Reviews
Pre-exchange contract reviews, including disclosure documents, special conditions, easements, covenants and zoning issues.
Learn moreOff The Plan Purchases
Off the plan purchases, including review of the disclosure statement, sunset clauses, variations and stamp duty deferral.
Learn moreProperty Transfers
Transfers between related parties, transfers by reason of marriage breakdown and transfers to and from family trusts and self-managed super funds.
Learn moreProperty Development Transactions
Acting for developers on site acquisitions, joint venture arrangements, project documentation and pre-sale contracts.
Learn moreGet advice before you sign a commercial property contract.
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