At Land Law we assist clients with all kinds of commercial property purchases. Whether you are buying a property for your business to occupy or as an investment or to develop, our expert solicitors are here to guide you every step of the way.
We can help you at the outset by providing early advice when you are negotiating terms. (For more information, please see “Starting Well – Let’s Talk Tactics” on our Client Benefits page. Our lawyers have a wealth of commercial experience and knowledge that they can share with you. Well prepared and detailed heads of terms can help to get a transaction off to a flying start – and can save time and costs by avoiding protracted negotiations and disagreements. If you would like us to, we can also do quick initial title reviews and check for any immediate red flags before you start incurring substantial expenditure.
Once terms are agreed, the key component of any property purchase is the due diligence process. You need to know as much as possible about the property you are buying to ensure there are no nasty surprises in store.
Problems with title, planning or access issues, possible contamination, third party rights, covenants restricting what you can do with the property, disputes with neighbours - these are just a few of the things that can adversely affect value and your use and enjoyment of your new property. There are many more.
We can help you to manage these risks by:
- reviewing all title and property information for your prospective purchase,
- carrying out conveyancing searches to obtain publicly available information, and
- raising enquiries with the seller’s solicitor
so that we uncover as much information about the property as we can.
Everything we discover is incorporated into a report on title for you – so you know what you are buying. Any points of concern are highlighted and accompanied by advice on your options for addressing them, so issues can be resolved before you proceed with your purchase. Following completion, the report can also be used as a ready reference and management tool, ensuring all your property information is in one place at your fingertips.
We can also upload all the information about your prospective purchase to our online portal facility – so you and other members of your team can have direct access to your property information. (For more information, please visit “Online Property Portal” on our Client Benefits page.
Our lawyers are experienced negotiators with excellent drafting skills and commercial awareness. Once your property has been checked out, and you are happy to proceed, we will report to you on the draft transaction documents and seek to negotiate any changes that may be required – so your final deal incorporates all the terms agreed at the outset and delivers your desired results.
We can also assist with complex issues and contract terms. If any of the price you are paying is going to be deferred or contingent on something happening in the future, the contract will need bespoke provisions in this regard. Capital allowances can provide significant tax relief for property owners, and we can liaise with your capital allowances advisers when they assess the property and include appropriate provisions in the contract, to ensure you will benefit from anything that may be available.
Stamp duty land tax (“SDLT”) is payable on all purchases in England over the nil rate threshold (land transaction tax (“LTT”) is the equivalent tax payable on Welsh property purchases). We will provide an estimate of the SDLT/LTT that will be due when you complete your purchase, so you can budget for this, then prepare and lodge the required return on your behalf following completion. Please note that purchases cannot be registered at the Land Registry until this has been done, so prompt payment and submission of returns is essential.
Owner-Occupiers
Whether you are acquiring your first business premises, expanding or moving we know what a significant step this will be for you. Your commercial premises act as the home for your business and securing the right business property can be just as important as finding a “forever” home. Your transaction may need to be carefully timed, to allow time from completion for your building to be fitted out and made ready for your planned moving date. There may be lead in times for telecommunications installation, or machinery and equipment purchases, meaning an early exchange of contracts is needed so orders can be placed.
We also appreciate that every business is different, with unique requirements and priorities, all of which need to be delivered by the new premises. Our solicitors will therefore take time to discuss your business needs and get to know what you want from your new property. We can then tailor the work and complete the due diligence on your purchase accordingly.
Investors
Buying an investment property includes all the standard work you would expect for any property purchase. However, as the property will be income producing, there are many additional matters that we also need to check for you. We will review any leases that are in place, seek to identify void areas, check the rent roll and payment history and, where applicable, service charge information. If tenants have fitted out their premises or made alterations, you may want to understand what reinstatement obligations exist and we can liaise with your building surveyor to make sure that everything is documented correctly and as you expect.
We will raise additional enquiries specific to investment properties. Our report on title will include additional sections, including reports on leases and any other lease documents.
When you buy an investment property, you are often buying a letting business, and you may be able to take advantage of the VAT rules relating to transfers of going concerns (“TOGCs”). Our solicitors will need to liaise with your accountants/VAT advisers to ensure that you make any required VAT elections and meet the criteria for a TOGC to apply. They will also advise you on appropriate provisions to include in the sale contract.
We can also discuss post completion strategies for improving your investment. If you are going to be marketing empty space, we can pre-prepare letting packs and review the lease precedent for the property (if one exists) to see if any changes would be beneficial; where appropriate we can prepare a lease precedent for you. Our property litigators can also assist with any problem tenants, lease renewals, and rent reviews.
If you have long term plans to develop the Property once any lease(s) come to an end, let us know as the outset so we can factor this in. As you will see below, there is extra due diligence required where properties are intended for development, and we can therefore undertake this for investment properties, should you want to keep your options open. You may also need additional advice on strategies for getting the property back from the tenant(s) when their leases end.Our real estate solicitors can work with our property litigators to provide you with any advice that you may require in this regard.
Developers
Buying property for development is often a complex process – with more work required than for any other kind of property purchase. You may need to assemble your site, acquiring multiple titles from different landowners. You may not want to complete your purchase until you have obtained a satisfactory planning permission. Whatever you require, our solicitors can advise you on the best way to structure your purchase arrangements and the sort of agreements that you might want to use. These may include:
- Exclusivity and lock out agreements - can secure you a period to complete your property due diligence and site investigations, safe in the knowledge that the seller cannot deal with any other potential buyers without breaching the agreement and incurring financial penalties.
- Option agreements – are useful if you need a guaranteed right to buy a property, should the circumstances to enable your development to take place arise, but without any contractual obligation to proceed, so you can simply walk away if they don’t.
- Conditional contracts - allow a seller and buyer to agree terms for a sale with completion being triggered if the agreed preconditions to development are satisfied (e.g. satisfactory planning permission is obtained).
Often the transaction documents for development land will be bespoke and tailored to a very specific set of circumstances. Our team of development lawyers can highlight risks and pitfalls, guide you through the negotiation process and produce drafting to deal with anything that may need to be covered as part of your deal.
The due diligence process for the purchase of a development property also needs to cover an additional range of things that could be impediments to development. Utilities apparatus crossing the property, third party rights or covenants restricting development or use or limitations on access rights are all things that can make development more expensive or in some cases impossible. Our lawyers will therefore advise you on additional conveyancing searches and investigations that it may be advantageous to undertake. They can also work with your development team, so any information being collected by them, e.g. in relation to site surveys, ground conditions, designs for site layout and planning strategies can be dovetailed with the legal due diligence.
If you secure the required property interests via options or conditional contract, we can help you to take the required steps and serve any notices needed to trigger completion when any conditions are satisfied, and you are ready to proceed. Contractual notices need to be served correctly or they can be challenged. Our team can guide you at every step of the way until your purchase is concluded.
And if any conditions cannot be satisfied, we can also assist with contract termination, so you can bring any obligations to an end and start looking for your next site, should that be necessary.
For more advice on buying commercial properties please get in touch with one of our experts…