Practice Area
Property Acquisitions
Buying a commercial property is often the single largest investment a business or investor makes. Unlike residential property, commercial acquisitions involve significant legal complexity: multiple enquiries, detailed financial diligence, investigating title, understanding restrictive covenants, checking environmental risks, and unraveling complicated ownership structures. Getting the legal side right is not just about following process—it's about protecting what could be hundreds of thousands or millions of pounds of your money.
I've advised on acquisitions ranging from modest retail units to multi-million pound portfolios and development land. The challenges vary: some properties have complex titles with multiple freeholders or sitting tenants; others are fine legally but have environmental risks or planning constraints that affect their value or use. My role is to guide you through these complexities, identify the real legal and financial risks, and help you make informed decisions about whether and how to proceed.
The acquisition process is also a negotiation. There's often scope to resolve issues, renegotiate price based on problems uncovered, or structure the purchase in a way that reflects the risks identified. I advise you on what's negotiable, what's market-standard, and when a particular issue is serious enough to walk away. This is commercial advice as much as legal advice—I want you to end up with a sound investment that meets your goals.
How I can help
Full-service acquisition advice from offer through to completion and beyond
Comprehensive due diligence: title investigation, searches, enquiries, and risk identification
Specialist knowledge of commercial title issues, restrictive covenants, and environmental risks
Guidance on acquisition structure and tax implications
Negotiation support to address issues uncovered during due diligence
Clear explanation of risks and costs so you can make confident purchasing decisions
Management of the conveyancing process from contract to completion
Post-completion support and registration at the Land Registry
Understanding the Acquisition Process
A commercial property acquisition typically involves several stages. First, you'll make an offer (or negotiate a price informally). Once that's accepted, you'll instruct solicitors to act for you and the seller will appoint their own solicitor. From that point, the seller's solicitor will send you a draft contract, title documents, and replies to queries. You'll carry out searches (local authority, environmental, water and drainage, etc.), raise enquiries about the property's history and use, and investigate the title.
Simultaneously, your surveyor and accountant (if appropriate) will carry out their own investigations—structural survey, valuation, and potentially environmental or specialist surveys depending on the property type. All of this information feeds into your decision-making: should you proceed with the purchase, and if so, on what terms? Once you're satisfied with the results and the contract terms, you'll exchange contracts (creating a binding agreement) and set a completion date. At completion, funds are transferred, keys are handed over, and you become the owner.
Due Diligence and Legal Investigations
Due diligence is the process of investigating the property thoroughly before you commit to buying it. On the legal side, this includes: reviewing the title documents (the deeds showing ownership history and any restrictions or burdens on the property), checking for restrictive covenants (legal restrictions that might limit how you can use or develop the property), investigating any existing tenancies or occupiers, checking for planning history and whether the current use is lawful, reviewing any environmental reports or risks, and raising enquiries with the seller about the property's history, compliance, and any known issues.
I conduct these investigations systematically. For the title, I trace ownership back to a 'root of title' (typically 15 years of documents unless the property is registered), check that the seller has good legal ownership, and identify any third-party rights, covenants, or charges affecting the property. I review local authority searches to see if there are planning violations, charges registered against the property, or building control issues. Environmental searches reveal past uses of the property and neighbouring land that might pose contamination or other environmental risks. I raise extensive enquiries with the seller's solicitor about the property's current use, any complaints from neighbours, maintenance issues, and compliance with regulations.
Common Risks and Issues in Commercial Acquisitions
I encounter several recurring issues in commercial acquisitions. First, many buyers don't realise the full implications of occupying tenants. If you're buying a property with sitting tenants, you inherit their leases and become the landlord—you're responsible for repairs, service charges, and managing the tenant relationship. If a tenant has a break clause coming up, that affects the property's value. Second, restrictive covenants can significantly limit what you can do with a property. For instance, a covenant might prohibit business use, or restrict the type of business. If you plan to use the property differently, a breach of covenant could result in legal action from whoever has the benefit of the covenant.
Third, environmental contamination is a real risk, especially on industrial sites or land with historical uses. Even if the current use is benign, historical contamination might require remediation, or affect future use or development. Fourth, planning and building regulation compliance is critical. If a building or use doesn't have planning permission, or if building work wasn't done to regulations and certified, you might face enforcement action or be unable to lend against the property. Fifth, title issues—such as missing documents, unclear chains of ownership, or properties never registered at the Land Registry—can create problems. I investigate these issues and advise on whether they're solvable and what they cost in terms of time and money.
Structuring Your Purchase and Negotiating Terms
How you structure your acquisition can have significant tax and financial implications. For instance, you might acquire the property through a limited company, which offers liability protection and potential tax benefits. Alternatively, you might acquire it personally if it's a straightforward investment property. Depending on your circumstances, there might be Stamp Duty Land Tax implications, which I advise on. If you're purchasing alongside others, the ownership structure (joint ownership, partnership, limited company, etc.) matters for both tax and liability purposes.
Negotiation is also critical. Once due diligence is underway, issues often emerge that give you leverage to renegotiate the price. For instance, if environmental reports reveal contamination, or if there are planning restrictions you didn't anticipate, you can argue the price should be reduced to reflect those risks. I advise you on which issues are significant enough to warrant renegotiation, what the financial impact might be, and whether the seller is likely to be willing to adjust the price. Sometimes, agreeing a price reduction is cleaner than trying to resolve complex issues. Other times, the seller agrees to undertake remediation work or obtain insurance to cover a particular risk.
Completion and Post-Acquisition Matters
Completion is the moment when you become the legal owner. Once contracts are exchanged (typically 7-14 days before completion), you're bound to complete unless the seller is in breach. At completion, you'll transfer funds to the seller's solicitor, who then transfers the property to you and registers the change of ownership at the Land Registry. I handle all of this, ensuring funds are protected and the legal formalities are completed correctly.
After completion, there are post-acquisition matters to attend to. You'll want to register your ownership at the Land Registry if not already done. You may need to serve notices on tenants confirming your new ownership. If you're taking out a mortgage, your lender will register a charge against the property. You'll also need to arrange insurance (which is typically a condition of any mortgage). If you've identified works that need doing—repairs, compliance improvements, or structural work—you'll want to get contractors in quickly. I can advise on these post-completion matters and help ensure a smooth transition to ownership.
Frequently Asked Questions
How much does it cost to buy a commercial property? What are the hidden costs?▾
Legal costs depend on the property value and complexity. For a straightforward acquisition up to £500,000, expect £2,000-£5,000 in solicitor's fees plus VAT. For larger or more complex purchases, costs can be significantly higher. Beyond legal fees, you'll pay Stamp Duty Land Tax (SDLT), which ranges from 0% on properties up to £150,000, through to 17.5% on purchases over £2 million. You'll also pay for searches (typically £300-£800), a surveyor's fee, and possibly specialist surveys depending on the property type. Don't forget mortgage fees if you're borrowing, surveyor's fees, and arrangement fees. I provide a detailed cost estimate before you commit, so you know exactly what you'll pay.
How long does a commercial property acquisition take from offer to completion?▾
A straightforward acquisition typically takes 8-12 weeks from exchange of contracts to completion. The negotiation phase before exchange can take 4-8 weeks depending on how quickly the parties are prepared to move and whether any issues need resolving. If complications emerge during due diligence—environmental concerns, planning issues, or title problems—things slow down while these are investigated and resolved. I manage the process to move things along efficiently, but I won't rush you into completing before you're satisfied with all the investigations and contract terms.
What's included in a property survey, and should I get one?▾
A surveyor will inspect the building's structure, condition, and any obvious defects, and prepare a report. There are typically three levels: a basic valuation report (mostly for lender purposes), a homebuyer report (covering main defects), and a full structural survey (most detailed). For commercial property, I strongly recommend at least a homebuyer report. A survey costs £500-£3,000 depending on the property size and type. It's worth doing because it can reveal expensive problems early—a survey might discover subsidence, structural cracks, or roof issues that could cost tens of thousands to fix. This information feeds into whether you proceed and what price you're willing to pay.
What's a restrictive covenant, and could one affect my use of the property?▾
A restrictive covenant is a legal restriction, usually written into old title deeds, that limits how a property can be used. For example, a covenant might say the property can only be used as a dwelling, not for business. Another might prohibit certain types of use. If you breach a covenant, anyone with the benefit of it could take legal action against you. Not all covenants are enforceable (some are too old or the person with the benefit can't be found), but it's worth checking. If a covenant would prevent your intended use, I can advise on obtaining indemnity insurance to protect you against the risk of enforcement, or negotiating with the person who has the benefit of the covenant to get it removed or varied.
What happens if there are sitting tenants in the property I'm buying?▾
If the property has existing tenants, you inherit those tenancies when you complete the purchase. You become the landlord responsible for collecting rent, maintaining the building, and complying with the tenants' lease terms. You'll have a revenue stream but also ongoing obligations. Before you complete, I'll review each tenant's lease to check for details like: rent levels, rent review dates, break clauses (which might allow them to leave soon), repair obligations, and any notices they've served or complaints. If a tenant has a break clause coming up, or if the lease terms are unfavourable, that affects the property's value. This is why investigating sitting tenancies thoroughly is so important.
What searches should I carry out, and what do they reveal?▾
Standard searches include a local authority search (revealing planning history, building control, contaminated land, highways, and planning enforcement), environmental search (historical uses and contamination risks), water and drainage search (water supply and foul/surface drainage arrangements), and a search of public records. Depending on the property type and location, you might also want Coal Authority search (if on former coalfields), radon search, or specialist surveys. These searches typically cost £300-£800 in total. They can reveal serious issues: for example, the local authority search might show the property is in a flood risk area, or the environmental search might show historical industrial use suggesting potential contamination. I'll advise which searches are essential for your property.
What does 'exchange of contracts' mean, and what happens then?▾
Exchange of contracts is the moment when the purchase becomes legally binding. Before exchange, either party can walk away without legal consequence (though practical costs may be lost). Once you exchange, you're committed to completing—if you don't, you could face damages claims. At exchange, you'll typically provide a deposit (usually 10-20% of the purchase price, sometimes more if negotiated). The seller's solicitor sends a signed copy of the contract to you, and your solicitor returns a signed copy. Once both are signed and exchanged, the deal is locked in. From exchange, you and the seller are protected by the contract terms, and either party can enforce them if the other breaches.
What should I check and do before completion day?▾
Just before completion, I'll carry out a final search (a 'down-search') at the Land Registry to confirm nothing's changed with the property's title since we last checked. You should arrange buildings insurance to start on the completion date (your lender will require this). If the property is tenanted, you might want to serve notices on tenants confirming your ownership. Agree with your surveyor the exact condition the property is in—sometimes properties deteriorate between the offer and completion, and you might want to raise this with the seller. Finally, confirm your completion funds are ready and transfer them to your solicitor in good time. I'll send you detailed completion notes explaining exactly what happens on the day and what you should expect.
If you're thinking of buying a commercial property, get in touch early—before you make an offer. A conversation about your plans helps me advise on due diligence and potential issues. Contact me for a free initial consultation about your property acquisition.
Get in touch for a no-obligation initial conversation about your matter.
Other areas of my practice
Commercial Leases
Expert guidance on negotiating, drafting, and managing commercial lease agreements. I ensure your lease terms protect your position, whether you're a landlord or tenant.
Development Agreements
Specialist advice on development agreements, from site acquisition through to completion. I help you navigate the legal and commercial complexities of property development projects.
Landlord & Tenant Disputes
Pragmatic resolution of landlord and tenant disputes. I help both landlords and tenants navigate disputes over rent, repairs, service charges, and other lease issues, seeking early resolution where possible.