Jun 26

Selling commercial property – considerations for businesses

Written by John Carter
Partner

DDI: 01423 724620
E: john.carter@raworths.co.uk

There are many reasons why businesses decide to sell their commercial property.  One thing that all sellers have in common is the need for a smooth sale process. Selling commercial property involves various legal and practical considerations and it is important to get these right.

Despite the diversity in commercial property types, the core aspects of the sale process are the same.  There are fundamental points that should be considered every time which are highlighted in this article by John Carter, Commercial Property specialist at Raworths.

To begin with, a seller should engage a commercial property agent who can assess the market value, and also appoint an experienced commercial property lawyer who can ensure a smooth, legally sound process.  Once a buyer is found, the agent prepares “heads of terms,” which outline the key transaction terms.  These should be reviewed by the seller’s solicitor before finalisation.

Ten key considerations when selling a commercial property:

1. Land Registry Status: If your property is not registered at the Land Registry then the buyer may require that it is registered before the sale goes ahead. Registration of a property will be ‘expedited’ by Land Registry when a sale is pending.
2. Timing: Typically there is a gap between exchange of contracts and completion of the property transfer, giving the parties time to prepare for relocation. Insurance responsibilities during this gap should be clarified.
3. Fixtures and Fittings: The parties must clearly agree which items are included in the sale to avoid disputes (e.g. shelving, air conditioning, light fittings).
4. Due Diligence: Buyers will usually conduct thorough investigations over the property, including searches and legal enquiries. Any title issues may be resolved through indemnity insurance.
5. Compliance Documents: An Energy Performance Certificate is legally required on a property sale, and other documents like gas/electrics certificates or an asbestos survey may be requested by the buyer.
6. Any Tenancies: Many buyers will require a vacant property so that they are able to occupy it themselves. Other buyers will wish to purchase property subject to an existing lease (or leases) because they are purchasing the property as an investment, i.e. for the regular rental income that it produces.
7. Property Condition: Buyers are likely to conduct a survey of the property, and any issues found could lead to price negotiations. A tenant’s repairing obligations under an existing lease could mitigate concerns over a property’s condition.
8. VAT Implications: Sellers must determine if their property is subject to VAT. If VAT is chargeable on the sale price it will affect the Stamp Duty Land Tax payable by the buyer. In some cases, a sale may qualify as a VAT-exempt “transfer of a going concern”.
9. Conditional Sales: Some sales are conditional on the occurrence of certain events, for example, the buyer obtaining planning permission for the property. Conditional sale contracts require careful drafting to anticipate what happens in various different possible scenarios.
10. Overage Agreements: Sellers may seek additional future payments from the buyer if, for example, the buyer should obtain planning permission which increases the property’s value.

The Commercial Property team at Raworths has significant experience of advising owner managed businesses on a smooth process of selling commercial property to ensure a legally sound transaction.  If you would like to discuss any issues raised in this article, please contact John Carter, Commercial Property Partner at john.carter@raworths.co.uk

Published on 20 June 2026

Raworths sponsors Yorkshire Business Insider’s Top 100 OMB rankings in June 2026’s edition of the publication.

The information and any commentary contained in this briefing is for general information purposes only and does not constitute legal or any other type of professional advice.