Property & conveyancing

Commercial conveyancing in Victoria.

Buying or selling commercial, industrial or retail property is not residential conveyancing with a bigger number on it. GST, existing tenancies, environmental risk, planning permits and due diligence all sit inside the contract. CMK Legal in Richmond acts for owners, investors and business buyers across Victoria, from contract negotiation to settlement.

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Every contract reviewed by a Victorian property lawyer.

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Advice back within a few business days in most matters.

Fixed fee, quoted first

You know the cost before the document is opened.

Victorian property law

Advice grounded in the Sale of Land Act, Duties Act and GST law.

What commercial conveyancing involves.

The contract of sale and section 32 are reviewed or drafted, then the commercial issues that decide whether the deal is worth doing are worked through: GST treatment and whether the sale can proceed as a going concern, the state of any leases and rent roll, outgoings and adjustments, permitted use and planning overlays, environmental and contamination risk, and any owners corporation or subdivision issues.

Where the property is tenanted, the leases become part of what is being bought. Terms, options, arrears, bank guarantees, make-good obligations and whether the Retail Leases Act applies all bear on the position, and the leases and securities need to be properly assigned at settlement.

The risks, a list of amendments and special conditions to put to the other side, and a settlement run through PEXA with adjustments, duty and lender requirements handled are all part of the picture.

Commercial and industrial property is moving to a new tax footing. The Commercial and Industrial Property Tax Reform Act 2024 progressively replaces land transfer duty on eligible commercial and industrial land with an annual commercial and industrial property tax, and a transaction can be what tips a property into the new scheme, so the duty and CIPT position is worth working out before signing.

GST is usually the biggest structuring question on a commercial sale. A tenanted commercial property can often be sold GST-free as the sale of a going concern, but only if the conditions are met and documented in the contract, so it is not something to leave to assumption.

A commercial sale often comes with leases in place, and the leases, the outgoings and the tenant's position all have to be checked as part of the purchase, because they come with the property.

GST is the single most common thing that goes wrong in a commercial sale. Whether the price is inclusive or exclusive, whether the margin scheme applies, and whether the going-concern exemption is available must all be settled in the contract, not assumed after signing.

Why commercial deals need a lawyer, not a processor.

GST and duty are priced correctly

A going-concern sale, the margin scheme and a plain taxable supply produce very different net figures. The treatment is confirmed with your accountant and the contract made to say it, so the price you agreed is the price you keep.

The tenancies are checked, not taken on trust

Leases, arrears, bank guarantees, options and make-good obligations all transfer with the property. The rent roll is verified against the actual documents and the securities required to be assigned or reissued at settlement.

Due diligence covers planning and environment

Permitted use, zoning, overlays, permits, essential safety measures and contamination history are checked before you are committed, and special conditions inserted where an answer is still outstanding.

Special conditions protect your position

Finance, due diligence, tenancy warranties, deposit release and settlement extensions are negotiated up front so you are not relying on the other side's goodwill later.

Talk to us before you sign if.

  • You are buying a warehouse, office, shop or industrial unit
  • The property is tenanted or you are buying the business as well
  • GST or the margin scheme may apply to the price
  • The property has a planning permit, overlay or heritage listing
  • There is a history of industrial use or possible contamination
  • The premises sit in an owners corporation or a staged subdivision
  • You are buying through a company, trust or SMSF
  • You need the transaction settled by a fixed date

Send the contract and section 32 to a lawyer as soon as the agent issues them. Most commercial issues are cheap to fix before signing and expensive to argue about afterwards.

How a commercial conveyance runs.

  1. 01

    Scope and quote

    The property, the structure buying it and the timeline are confirmed, then a fixed fee is quoted.

  2. 02

    Contract and due diligence review

    Contract, section 32, leases, permits and searches reviewed, with a note on risk and price impact.

  3. 03

    Negotiation

    Amendments and special conditions put to the other side's lawyer and settled before you sign.

  4. 04

    Signing and deposit

    Execution arranged for your company, trust or SMSF, with deposit and any bank guarantee handled correctly.

  5. 05

    Conditions and finance

    Due diligence, finance and tenancy conditions tracked to their dates, with your lender coordinated.

  6. 06

    Settlement and registration

    Adjustments, duty, lease assignments and PEXA settlement, then title registration and notices.

Transparent commercial conveyancing fees.

Commercial matters are quoted as a fixed fee based on the property, whether it is tenanted and how much due diligence is needed. The quote is given before any work begins, with searches, duty and registration fees listed separately as disbursements.

Request a fixed-fee quote

FAQs

Commercial conveyancing FAQs.

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

Is commercial conveyancing different from residential?
Substantially. Commercial contracts are negotiated rather than standard, GST applies, existing leases transfer with the land, and due diligence covers planning, environmental and building compliance. Cooling-off rights also do not apply to most commercial purchases, so the review has to happen before you sign.
Do I pay GST on a commercial property purchase?
Usually yes, unless the sale qualifies as a going concern or the margin scheme applies. The contract must record which treatment is agreed and both parties must meet the requirements. For a going concern, both must be registered for GST and the business must be sold as a running concern. This is best settled with your accountant before signing.
Can I buy commercial property through my SMSF?
Yes, and business real property is one of the few assets an SMSF can lease back to a related party at market rent. The purchase must comply with the fund's deed and investment strategy, and any borrowing needs a limited recourse borrowing arrangement with a bare trust in place before contracts are signed.
What happens to the existing tenants?
They stay. You buy subject to the leases, so their terms, options and arrears become your problem or your income. Each lease is reviewed, the bank guarantees checked, and the leases required to be assigned or reissued in your name at settlement.
Is there a cooling-off period?
Not for commercial and industrial property. The three business day cooling-off right under the Sale of Land Act applies only to residential land bought outside auction, and even then not where the buyer is a corporation in many cases. Assume you are bound from the moment you sign.
How long does a commercial settlement take?
Typically 30 to 90 days from contract, driven by finance and due diligence conditions. Larger or tenanted assets often need longer. It is worth working backwards from your settlement date and confirming lender readiness well ahead of the day.
Can a commercial property be sold without GST?
Often, where it is tenanted and sold as a going concern, the sale can be GST-free, but only if the parties meet and document the going-concern conditions. Getting that wrong is expensive, so it is worth setting up in the contract from the start.
What is the commercial and industrial property tax?
Under the Commercial and Industrial Property Tax Reform Act 2024, eligible commercial and industrial land is moving away from stamp duty on each sale to an annual property tax. Whether a purchase triggers the change, and what it means for holding costs, is worth understanding before you buy.

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Buying or selling commercial property?.

Send us the contract, title or notice and we will tell you where you stand. Start online in a few minutes, or book a consultation and speak to a property lawyer the same business day.

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