Commercial leasing

Retail lease disclosure statements in Victoria.

A disclosure statement is the document a landlord must give a prospective retail tenant before the lease is entered into, setting out the key commercial terms in a prescribed form. It exists because the Retail Leases Act 2003 (Vic) treats an informed tenant as the whole point of the regime. CMK Legal in Richmond prepares disclosure statements for landlords and reviews them for tenants, so the obligation is met and the information in it can actually be relied on.

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Victorian leasing law

Prepared to the Retail Leases Regulations 2023.

What a disclosure statement is, and when it is required.

Under the Retail Leases Act 2003 (Vic), a landlord must give the tenant a disclosure statement in the prescribed form, together with a copy of the proposed lease, before the lease is entered into. The statement summarises the rent, the term and any options, outgoings, fit-out and the other commercial essentials the tenant is agreeing to. The form is set by the Retail Leases Regulations 2023, and it differs depending on whether the premises sit inside a retail shopping centre.

The duty is not limited to a new lease. A disclosure statement is also required when a tenant renews under an option, and when a lease is assigned as part of the sale of a business, each with its own prescribed form and its own consequences for getting it wrong. Whether the Act applies at all turns on how the premises are used and on exclusions that are easy to misjudge, so that question is settled first.

A disclosure statement is not a formality to be copied from the last deal. It carries the specific figures and commitments for this tenancy, and the lease is drafted to sit alongside it. When the two do not match, or the statement is thin, late or wrong, the tenant is handed rights that can unwind the deal.

A disclosure statement given late, left incomplete, or carrying figures that do not match the lease can give a retail tenant the right to withhold rent, to terminate, or both. The time to get it right is before the lease is signed, not after a dispute.

Why the disclosure statement carries real risk.

The form and timing are prescribed, not optional

The Act fixes what the statement must contain, the form it takes, and that it must be given before the lease is entered into. A statement short of the prescribed detail, or handed over too late, does not discharge the obligation.

A defective statement shifts rights to the tenant

Non-disclosure, or a statement that is incomplete or misleading, can let a retail tenant withhold rent or walk away within a limited statutory window. The landlord carries that exposure until the statement is right.

The statement and the lease have to agree

The disclosure statement and the lease describe the same deal. Where rent, outgoings, options or permitted use read differently across the two, the gap is the tenant's to exploit.

Renewal and assignment trigger it again

The obligation returns when an option is exercised and when a lease is assigned on a business sale. Each has its own form and its own protections for the incoming party, and each is routinely overlooked.

Talk to us about disclosure when.

  • You are a landlord about to offer a retail lease
  • You have been given a disclosure statement to sign
  • You are renewing a retail lease under an option
  • You are buying or selling a business with a retail lease
  • You are not sure the Retail Leases Act even applies
  • The statement and the lease do not seem to line up
  • You were given the statement late, or not at all
  • An outgoing tenant needs to pass disclosure to a buyer

If you have already signed without a proper statement, the position is not fixed. The Act gives a retail tenant specific rights for a limited time, and we assess where you stand before anything is said to the other side.

How we handle disclosure.

  1. 01

    Confirm the Act applies

    We check how the premises are used and whether any exclusion takes the lease outside the Retail Leases Act before anything else.

  2. 02

    Gather the commercial terms

    Rent, term, options, outgoings, fit-out and the rest of the prescribed detail are collected from the instructions for this tenancy.

  3. 03

    Prepare or review the statement

    For landlords, the statement is drafted in the prescribed form. For tenants, it is read against the lease and against what has been promised.

  4. 04

    Reconcile against the lease

    The statement and the lease are read together so they describe the same deal and nothing in one contradicts the other.

  5. 05

    Given in time

    The statement and the proposed lease are provided to the tenant within the period the Act requires, with a record of when.

  6. 06

    Renewal and assignment

    On an option renewal or a business sale, the right form of statement is prepared so the protections pass to the correct party.

Fees for disclosure statements.

Preparing or reviewing a disclosure statement is a fixed fee, usually handled together with the lease so the two stay consistent. Where the lease itself is being negotiated, or a dispute has arisen over defective disclosure, that work is quoted separately once we know what is in issue.

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FAQs

Disclosure statement FAQs.

Still unsure? Call us on (03) 9008 7224 and speak to a lawyer, not a call centre.

What is a disclosure statement?
It is the document a landlord must give a prospective retail tenant, in a form prescribed by the Retail Leases Regulations 2023, setting out the key commercial terms of the lease. It is given with a copy of the proposed lease so the tenant can see what they are committing to before signing.
When does the landlord have to give it?
Before the lease is entered into, within the period set by the Retail Leases Act 2003. Giving it late, or not at all, does not meet the obligation and exposes the landlord to the tenant's statutory remedies.
What happens if the statement is wrong or missing?
A retail tenant can have the right to withhold rent, and in some cases to terminate, where disclosure is absent, incomplete or misleading. The rights are time-limited, which is why the position should be assessed quickly.
Is a disclosure statement needed on renewal?
Yes. Exercising an option to renew a retail lease triggers a fresh disclosure obligation in its own prescribed form. It is one of the most commonly missed steps in a renewal.
What about when a business is sold?
An assignment of a retail lease on the sale of a business carries its own disclosure requirement, which also protects the outgoing tenant and any guarantor from future liability if it is done correctly. We prepare it as part of the assignment.
Does my lease even fall under the Retail Leases Act?
That depends on how the premises are used and on a set of exclusions, including certain tenants and very high occupancy costs. The answer decides whether disclosure is required at all, so it is the first thing we confirm.

Related services.

Retail lease review

A lawyer's review of your retail lease and disclosure statement before you commit.

Learn more

Retail Leases Act advice

Whether the Act applies to your premises, and what it changes for both sides.

Learn more

Lease renewal & option exercise

Exercise your option on time and on the right terms, or renegotiate a new term.

Learn more

Lease assignment & transfer

Transferring a lease when a business is bought or sold, with consent handled properly.

Learn more

Get your disclosure right.

Start online or book a consultation with a CMK Legal commercial leasing solicitor in Richmond, Melbourne.

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