Commercial Property Sale & Purchase Solicitors

Commercial Property Acquisition & Disposal Solicitors

Buying or selling commercial property is one of the most significant financial decisions a business or investor will make. The legal process is complex, time-sensitive, and carries considerable risk if not handled correctly. Legal Merchant's panel of specialist commercial property solicitors provides expert, commercially-minded advice to buyers and sellers throughout England and Wales, ensuring your transaction proceeds smoothly and your interests are fully protected.

Buying Commercial Property: What Our Solicitors Do

Acquiring commercial property involves far more complexity than a residential purchase. Our solicitors handle every aspect of the legal process, including:

Pre-Contract Due Diligence

Before any binding commitment is made, thorough due diligence is essential. Our solicitors investigate:

• Title investigation — examining the registered title, title plan, and any pre-registration deeds to confirm the seller has good title to sell and to identify any title defects, restrictions, or third-party rights that could affect your use and enjoyment of the property
• Property searches — ordering and reporting on local authority, drainage, environmental, chancel repair, energy and utilities searches. For industrial or development sites, Phase 1 and Phase 2 environmental surveys are often also required
• Enquiries of the seller — raising detailed written enquiries about planning history, building regulations compliance, VAT election, tenancy arrangements, service charge records, disputes, and any other matters affecting the property
• Tenancy review — if the property is let, reviewing all existing leases, rent review memoranda, licences, side letters and consent documentation to understand exactly what rights and obligations transfer with the property
• Planning review — confirming the property has valid planning consent for its current and intended use, and investigating any planning conditions or enforcement notices
• VAT and SDLT analysis — advising on the VAT position of the transaction, TOGC eligibility, and Stamp Duty Land Tax liability, including any available reliefs

Contract Negotiation and Exchange

Once due diligence is complete, our solicitors negotiate the commercial property contract on your behalf, seeking to include buyer-protective provisions and to minimise your exposure to risk. Key areas of negotiation include:

• Seller's title guarantee (full or limited)
• Scope of seller's representations and warranties
• Completion conditions — particularly where planning or finance is required
• Deposit arrangements and forfeiture provisions
• Apportionment of rents, service charges and insurance premiums
• Overage and clawback provisions (where the seller retains a share of future uplift in value)
• Restrictive covenants and obligations passing on transfer

Finance and Mortgage Conditions

If the acquisition is being funded by commercial mortgage, bridging loan or development finance, our solicitors act for you in satisfying your lender's conditions. We liaise with the lender's solicitors, report on title, and ensure all security documentation is correctly executed and registered.

Completion and Post-Completion

On the day of completion, our solicitors manage the transfer of funds, execution of the transfer deed, and handover of the property. Post-completion, we handle:

• Submission of the SDLT return and payment of Stamp Duty Land Tax
• Registration of the transfer at HM Land Registry
• Registration of any new mortgage or charge
• Notification to existing tenants of the change of landlord
• Transfer of title documentation to you and any lender

Selling Commercial Property: What Our Solicitors Do

When acting for a seller, our solicitors take a proactive approach to prepare the transaction, anticipate buyer enquiries, and drive the matter towards an efficient completion. We:

• Prepare the initial commercial property contract and supporting documentation pack
• Obtain office copy entries and title documents from HM Land Registry
• Compile replies to standard commercial property enquiries
• Gather and organise supporting documentation — planning consents, building regulations certificates, service charge accounts, tenancy documentation
• Negotiate the contract in response to the buyer's solicitors' comments
• Liaise with your lender (if the property is mortgaged) to obtain a redemption figure and obtain consent to discharge the mortgage on completion
• Report to you on the agreed contract terms before exchange
• Manage funds on completion and redeem any existing mortgage

Types of Commercial Property Transaction We Handle

VAT, SDLT and TOGC Considerations

Commercial property transactions carry significant VAT and tax implications that must be properly addressed at the outset. Our solicitors advise on:

Stamp Duty Land Tax (SDLT)

SDLT on commercial property in England is charged at:

Different rates apply to commercial leases and in Scotland (LBTT) and Wales (LTT).

VAT on Commercial Property

Commercial property is generally exempt from VAT. However, a landlord or seller can opt to tax a commercial property, making the sale or letting subject to 20% VAT. If the seller has opted to tax, VAT will be payable on the purchase price unless a TOGC applies. Our solicitors investigate the VAT position of every commercial property acquisition and advise accordingly.

Transfer of a Going Concern (TOGC)

Where a commercial property is sold with an existing tenant in occupation and the buyer intends to continue the letting business, the transaction may qualify as a TOGC — meaning VAT is not charged on the purchase price. Strict conditions must be met and our solicitors ensure they are properly satisfied.

Frequently Asked Questions