What is different about buying commercial property?

Almost everything past the front door. There is no cooling-off period on most commercial contracts, GST turns on how the contract is drafted, the zoning decides what you can do there, and the property often comes with tenants whose leases you inherit whether you have read them or not. The consumer protections that cushion a home buyer mostly do not apply.

Do I need a lawyer as well as a conveyancer?

For a straightforward residential purchase, often not. For commercial property, the contract review, the due diligence and the negotiation are legal work, and the settlement mechanics are conveyancing work. The practice does the first and works alongside a conveyancer or settlement agent on the second. You are told which is which before either starts.

Should I buy in my own name, a company, a trust or my super fund?

It changes the tax, the asset protection, and what you can do with the property later, and it is very hard to change after exchange. Decide before the contract is signed, with your accountant on the tax side and the practice on the legal side. A self-managed super fund purchase in particular has its own rules and its own timing.

Practice · 04

Commercial property purchase

Commercial property comes with fewer protections and more surprises than a home. Read the contract before exchange, not after.

Contract review, due diligence and advice for businesses and investors buying or selling commercial premises.

The work

When a business buys its own premises, or an investor buys a shop with a tenant in it, the contract for sale is only the start. What sits behind it is the zoning, the planning certificate, the existing leases, the GST position, and the question of which entity should own it. Those are the things that decide whether the purchase works, and they are the things a standard residential process skips.

The practice reviews and negotiates the contract, runs the due diligence, advises on the ownership structure with your accountant, and stays with you through exchange and the conditions period. The settlement itself runs through a conveyancer or settlement agent, agreed at the start, because the practice does not hold client money. The division of labour is written down so nothing falls between the two.

This work includes

Contract for sale review
Due diligence on the property
Planning and zoning checks
Existing tenancies and their leases
GST and going concern treatment
Options and put and call agreements
Off-the-plan commercial purchases
Owning through a company, trust or SMSF
Selling commercial premises

How it usually runs

Before you exchange

The contract for sale is reviewed clause by clause, the title and the certificates that come with it are read, and the questions that matter for a commercial property get asked: what is the zoning, what can be built, who is in it now and on what terms.
Negotiating the contract

Special conditions, the deposit, the settlement period, what the vendor must fix, and what happens to any existing tenants. Commercial contracts move more than residential ones, and buyers often accept terms they could have changed.
Exchange, then the road to settlement

The practice advises through exchange and the conditions period. The settlement itself, where funds move and the title transfers, is run by a conveyancer or settlement agent arranged at the start, because the practice does not hold client money.

Where the line is

The practice does not hold client money and does not run settlements. The settlement step, including the movement of funds and lodgement of the transfer, is handled by a conveyancer or settlement agent arranged at the start of the matter.
Leasing the premises once you own them, or reviewing the leases of tenants already in place, runs through The Leasing Lawyer.
Residential purchases are not part of the practice.

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Common questions

What is different about buying commercial property?

Almost everything past the front door. There is no cooling-off period on most commercial contracts, GST turns on how the contract is drafted, the zoning decides what you can do there, and the property often comes with tenants whose leases you inherit whether you have read them or not. The consumer protections that cushion a home buyer mostly do not apply.
Do I need a lawyer as well as a conveyancer?

For a straightforward residential purchase, often not. For commercial property, the contract review, the due diligence and the negotiation are legal work, and the settlement mechanics are conveyancing work. The practice does the first and works alongside a conveyancer or settlement agent on the second. You are told which is which before either starts.
Should I buy in my own name, a company, a trust or my super fund?

It changes the tax, the asset protection, and what you can do with the property later, and it is very hard to change after exchange. Decide before the contract is signed, with your accountant on the tax side and the practice on the legal side. A self-managed super fund purchase in particular has its own rules and its own timing.

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