Commercial property transactions can involve title issues, leases, planning restrictions, environmental liabilities, finance conditions and tax. A structured checklist helps the buyer or tenant provide instructions and track the work completed by professional advisers.
This guide does not replace local legal advice. The documents, terminology and responsibilities differ between jurisdictions.
Define the transaction
Confirm whether the transaction is a freehold purchase, long lease, short occupational lease, development agreement or company acquisition that includes property.
Identify the proposed use, completion deadline, finance conditions and any work required before occupation.
Title and ownership checks
- Verify the registered owner and authority to sell or lease.
- Review mortgages, charges, easements and restrictive rights.
- Confirm boundaries, access and rights to utilities.
- Check third-party occupation and rights of renewal.
- Identify obligations affecting shared areas or private roads.
Planning and permitted use
The current use of a building may not match the use permitted by planning, zoning or the lease. Check permissions, building approvals, occupancy certificates and any enforcement history.
If development or a change of use is essential, the contract may need conditions protecting the buyer until approval is secured.
Review leases and tenant information
For an investment property, review every lease, amendment, guarantee, deposit and side letter. Compare the contractual rent with amounts actually received.
| Lease point | Why it matters |
|---|---|
| Term and break rights | Affects income certainty and vacancy risk |
| Rent review | Determines how and when rent may change |
| Repair obligations | Allocates building and maintenance costs |
| Assignment and subletting | Controls changes in occupation |
| Arrears and disputes | May affect value and future income |
Physical and environmental due diligence
A lawyer does not normally assess the physical condition. Instruct a qualified surveyor to review structure, services, fire safety, accessibility and expected capital expenditure.
Environmental investigations may be necessary for industrial land, fuel storage, historic contamination, flood exposure or hazardous building materials.
Finance conditions
Coordinate the legal timetable with the lender’s valuation and conditions. The lender may require specific insurance, leases, searches, environmental reports or corporate documents.
Do not commit to an unconditional completion date until the funding conditions and required equity are understood.
Taxes and transaction structure
Transfer tax, value added tax, capital gains treatment and the choice between purchasing property or company shares can change the economics and risk. Obtain advice before agreeing the structure.
Important: a structure chosen only for an apparent tax benefit may create legal, accounting or financing consequences elsewhere.
Contract and completion
- Confirm the deposit, payment method and completion mechanics.
- List documents and consents required before completion.
- Allocate risk for damage between signing and completion.
- Record warranties, disclosures and agreed remedies.
- Verify bank details independently before transferring funds.
Selecting professional support
Ask advisers about relevant property type, jurisdiction, timetable, team and pricing. The cheapest quotation may exclude searches, tax advice, negotiations, finance work or post-completion filings.
Request a written scope and keep a shared list of outstanding issues, responsibilities and decision dates.