Commercial Conveyancing Solicitors

• Freehold and leasehold sales and purchases
• Offices, industrial units, warehouses, retail premises and development land
• Investment property transactions and portfolio acquisitions
• Pre-auction and post-auction advice

We carry out comprehensive investigations to ensure you fully understand the property, any associated risks, and comply with current conveyancing law, including (where appropriate):

• Title review and ownership analysis
• Local Authority, drainage, environmental and flood searches
• Planning permissions and building regulation compliance
• Rights of way, covenants, easements and boundary issues
• Service charges and tenant occupation arrangements

We prepare, review and negotiate:

• Sale and purchase agreements
• Transfer deeds
• Conditional contracts (e.g. subject to planning approval)
• Option and overage agreements
• Applications for third-party consents (for example, lenders or landlords)

• Acquisition or disposal of leasehold property
• Review and negotiation of lease terms as part of a purchase
• Advice on rent reviews, service charges and repair obligations
• Understanding security of tenure and renewal rights

• Acting for borrowers and lenders
• Reviewing mortgage documents, charges, guarantees and facility agreements
• SIPP and SSAS pension property investments
• Coordinating lender requirements and due diligence

• Stamp Duty Land Tax (SDLT) returns
• Registration of legal charges at Companies House
• Registration at the Land Registry
• Delivery of final title documentation

Our role is to ensure the commercial conveyancing process is legally robust, meets the required standards, and is completed as efficiently as possible.

Commercial conveyancing is the conveyancing process involved in buying, selling, leasing, or refinancing property used for business purposes. It includes title investigation, due diligence, searches, drafting and negotiating contracts, dealing with lenders and completing registration formalities.

Commercial transactions involve wider regulatory issues, such as planning restrictions, environmental liability, asbestos compliance, service charge arrangements, commercial leases, and bespoke contract terms. These factors require detailed due diligence, understanding of commercial property law, and specialist legal expertise to manage risk in the conveyancing process.

We act on the purchase, sale and refinancing of all types of commercial properties, including offices, warehouses, industrial units, shops, restaurants, development sites, mixed-use buildings, investment properties, land for redevelopment and commercial premises held in pension schemes (SIPPs and SSASs).

Typical stages include:

• Reviewing and negotiating heads of terms
• Carrying out due diligence and searches
• Reviewing and negotiating the sale contract, transfer and other transaction documents
• Managing lender requirements
• Exchanging and completing the purchase or sale
• Handling post-completion matters such as SDLT and Land Registry applications

Your solicitor will guide you through each step.

A freehold gives you full ownership of the property and land.

A leasehold grants the right to occupy under a lease, which may be subject to payment of rent, service charges, repair obligations and other restrictions. Lease terms, rent reviews, security of tenure and break clauses must be carefully reviewed. Leases may be for a very long term (which is sometimes referred to as a “virtual freehold”) or for a shorter period of time.

In the context of real estate, "searches" refer to various investigations and inquiries conducted by solicitors or conveyancers on behalf of property buyers to gather essential information about a property before its purchase.

These searches aim to uncover any potential issues or liabilities associated with the property and the surrounding area.

The information obtained from searches helps buyers make informed decisions and ensures that they are aware of any existing or potential problems that might affect the property.

We will obtain searches of the property to find out as much as possible about it, in case there are any problems that could be expensive to fix or restrictions that might prevent certain uses.

Searches we typically obtain include:

• Local Authority – this search reveals planning and building regulations information about the property including any breaches/enforcement action, compulsory purchase orders and proposals for road and rail schemes in the vicinity of the property.
•  Flood Risk – if the building is deemed to be at risk of flooding, this could significantly affect insurance premiums or make insurance unobtainable.
• Drainage & Water – this search reveals information about water and drainage services at the property, the existence of pipes and sewers beneath it and connection details.
• Environmental – this search assesses the environmental risks affecting the property, including the risk of it being designated as contaminated land.
• Coal – this search assesses whether coal mining has taken place on or near the property and the likelihood of the property suffering from subsidence as a result.

Yes. A survey is strongly recommended to assess the building’s condition, identify defects and highlight structural or environmental risks. Many lenders will require a survey before releasing funds.

In many cases, yes. Some lenders allow us to act for both the buyer and the lender, helping the transaction progress more quickly. If your lender requires separate representation, we will liaise with them throughout.

Commercial property is often exempt from VAT, but exceptions apply — for example, if the property is less than three years old or the seller has opted to tax. If the property is let and sold as a Transfer of a Going Concern (TOGC), VAT may not apply. We will advise you on the correct VAT treatment.

Timescales vary depending on the complexity of the transaction, search turnaround times, funding arrangements and whether any conditions (such as planning permission) must be satisfied. We provide estimated timescales at the outset and keep you updated throughout.

Yes. We regularly act for pension trustees and businesses purchasing commercial premises through SIPPs and SSASs. These transactions require specific structuring and lender compliance, and we provide specialist guidance throughout.

We can review the auction legal pack before you bid, highlight risks, and advise on any urgent issues. If you are successful, we deal with the tight completion deadlines and ensure all legal steps are completed on time.

Heads of terms are the terms of sale agreed between the seller and the buyer at the outset, including details such as the identity of the parties, the agreed price, any conditions to the sale and required time frames.

Commercial property agents and solicitors can assist with negotiating the heads of terms.

Once terms have been agreed upon:

• the buyer should ensure that it has sufficient cash funds or an offer of finance
• the buyer may want to have a survey of the property carried out and may be required to do this if it is obtaining bank funding for the purchase
• the parties will each instruct their own solicitor to act for them
• the seller should collate as much information as they can about the property, including copies of any planning permissions and paperwork such as fire risk assessments and electrical and gas safety reports. The seller will also need to report things like any disputes which have occurred in relation to the property and any insurance claims they may have made to assist their solicitor in compiling the sales pack (see below)
• the seller’s solicitor will prepare a sales pack typically comprising:
  • title information proving the seller’s ownership of the property
  • industry-standard replies to enquiries about the property covering everything from disputes to asbestos, known as CPSEs
  • sale contract
• the seller’s solicitor will also do the following:
  • apply for any third-party consent that may be required to allow the sale to proceed
  • liaise with the buyer’s solicitor and respond to any enquiries raised by them
  • negotiate the sale contract
  • deal with any additional, specific enquiries resulting from the buyer’s solicitor’s due diligence
  • negotiate the transfer deed
  • report to the seller throughout the matter
• the buyer’s solicitor will do the following:-
  • order searches and review results
  • review the sales pack referred to above
  • negotiate the sale contract
  • raise additional, specific enquiries resulting from their due diligence
  • draft and negotiate the transfer deed
  • report to the buyer
  • deal with the requirements of the buyer’s lender or its solicitors (if applicable)
• once the buyer has carried out all of its conveyancing searches and is satisfied with the due diligence it and its lawyers have carried out on the property, the contract will be signed and exchanged. At this point, the parties will be legally bound to the transaction
• the transfer deed will be completed (and the property formally transferred to the buyer) on the completion date agreed in the contract or when any conditions to the contract have been satisfied. On the date of completion, the seller will need to vacate the property and hand it over to the buyer
• the buyer’s solicitor will deal with post-completion formalities, including the filing of any required Stamp Duty Land Tax return with HMRC, registration of any legal charge at Companies House and registration of any legal charge and the transfer deed at the Land Registry
• the seller’s solicitor will deal with the repayment of any existing charges secured on the property from the proceeds of the sale and account to you for the balance

Timings and transaction documents will vary depending on the circumstances of the transaction, for example:

• auction sales are often quicker than private sales;
• sales, where the buyer is using cash, are more straightforward than those requiring funding;
• completion may depend on contractual conditions being satisfied, such as obtaining planning permission for the redevelopment.
• In every case, we will clearly explain anticipated timeframes and potential delays throughout.

Some property sales are less straightforward, and one of the parties may need to obtain planning permission or carry out works to the premises. There may be some other irregularity with the property or unusual circumstances relating to the sale. We do not just deal with standard contracts and documentation. All of our documents are drafted on a bespoke basis and are tailored to meet the specific requirements of our clients, their property, and the transaction.

We know that you want your sale or purchase to proceed as smoothly and quickly as possible. We will actively manage the legal process.

A TOGC occurs when a property is sold with an ongoing business — usually where the buyer intends to continue letting the property to the existing tenant. Where the conditions are met, the sale can proceed without VAT being charged.

As a buyer, you should consult the following commercial conveyancing professionals:

• a surveyor at an early stage to obtain a structural survey of the building
• a valuer to check that the building is worth the price you have agreed to pay
• a tax specialist to ensure that the proposed structure of the transaction is most efficient for your personal circumstances and to assess the tax consequences of the purchase

As a seller, you should consult:

• a tax specialist to ensure that the proposed structure of the transaction is most efficient for your personal circumstances and to assess the tax consequences of the sale
• if the contract is going to be conditional on works being carried out or the buyer obtaining planning permission you may need specialist planning and construction advice to assist you in agreeing on the terms of any conditions with the buyer.

Typical expenses for commercial conveyancing may include:

• commercial property agent’s fees (if appointed to assist in finding a property to buy and/or negotiate of heads of terms)
• valuation, arrangement and lender’s solicitor’s fees (if you need a loan to fund the purchase)
• surveyor’s fees
• search fees
• Stamp Duty Land Tax - calculate your costs here
• Land Registry and Companies House registration fees

At the outset of each transaction, we will provide an estimate of our fees and the likely expenses we will incur during the transaction to include search fees, Stamp Duty Land Tax and registration fees.

Costs depend on the property value, complexity, and type of transaction. We provide a tailored fee estimate at the start of your matter and keep you informed of any changes.

What other costs should I budget for?

In addition to legal fees, you may need to budget for:

• search fees
• surveyor’s fees
• valuation fees
• Stamp Duty Land Tax
• Land Registry fees
• lender’s fees (if applicable)

We provide a clear breakdown of expected costs at the start of your transaction.

If you need to borrow money to fund your real estate purchase, you would typically apply for a mortgage loan. A mortgage is a type of loan specifically designed for purchasing real estate, where the property you're buying serves as collateral for the loan.

We can advise you on the terms of any loan documentation your lender may require from a simple legal charge through to debentures, loan, facility agreements, personal guarantees, cross-company guarantees and third-party security. We are also able to advise on more complex finance structures such as where a lender taking an equity stake in a particular project.

In many circumstances, your lender will instruct us to act for them as well as for you in relation to your purchase. If the lender chooses to instruct a separate firm of solicitors, we will liaise with them regularly to provide all information they require, to enable them to progress the loan arrangement as quickly and efficiently as possible.

You must obtain an EPC before a building is marketed for sale or rent. Where an agent has been engaged to sell or to rent out a building, they must include the energy performance indicator from the EPC in all commercial media/marketing material produced for that building. Certain properties are exempt from the requirement to provide an EPC and we can consider this with you, if relevant.