Selling a commercial property is a major transaction — whether you’re divesting a business asset, moving to larger premises, or realising an investment. The process can be complex, with strict contractual obligations, disclosure requirements, and potential tax implications.
At Thornton + King, our experienced commercial property lawyers guide sellers through every stage of commercial property selling to ensure the deal is secure, compliant, and delivers the best possible outcome.
Expert Legal Guidance for Selling a Commercial Property
When you’re selling a commercial property, careful preparation makes all the difference. Buyers and their lawyers will undertake detailed due diligence, so it’s critical that your documentation and disclosures are accurate and complete from the outset.
Our commercial property lawyers handle every aspect of the sale process, including:
Preparing the contract for sale – ensuring all required disclosures, title documents, and planning information are included and correctly drafted.
Negotiating terms – managing requests for special conditions, warranties, or variations to protect your position.
Dealing with tenants and leases – advising on how to handle existing lease agreements, rent adjustments, and tenant rights.
Managing GST and tax issues – determining whether the sale is a “going concern,” subject to GST, or qualifies for an exemption.
Coordinating with agents and accountants – aligning your legal, financial, and commercial objectives.
Attending to settlement – ensuring the transaction completes smoothly, funds are received, and title is properly transferred.
Why Engage a Commercial Property Lawyer
Commercial property sales carry greater risk and complexity than residential transactions. Contract terms are negotiable, obligations can be onerous, and the consequences of getting it wrong are significant.
An experienced commercial property lawyer ensures:
The contract accurately reflects the deal and protects your interests.
You meet all disclosure obligations under NSW law.
Any existing tenancies are managed correctly before completion.
Settlement proceeds are received securely and without delay.
We handle the detail so you can focus on achieving the right commercial result.
Key Considerations When Selling a Commercial Property
Every commercial sale is unique, but common issues include:
Disclosure obligations – All required information must be annexed to the contract before marketing begins.
Leases – Tenants’ rights and obligations must be carefully reviewed to avoid disputes or breaches.
GST treatment – Whether the sale attracts GST or is sold as a going concern can significantly affect the contract price and timing.
Outgoings and rent adjustments – We ensure accurate calculations at settlement.
Special conditions – Negotiating or resisting conditions that may disadvantage you.
Our role is to anticipate potential issues, address them early, and keep the sale process on track.
Our Approach
At Thornton + King, we combine technical legal expertise with a practical, commercial mindset. We act quickly, communicate clearly, and keep you informed at every step.
Our property team has acted for hundreds of sellers across Sydney and New South Wales, from strata offices and retail shops to industrial warehouses and development sites. Whether the sale is simple or complex, we ensure it’s handled with precision and professionalism.
Why Choose Thornton + King
Accredited specialist property lawyers with deep expertise in commercial property selling.
End-to-end service managed entirely within our firm — we do not outsource.
Fixed-fee certainty for most standard transactions.
Clear communication and practical advice designed to protect your interests and achieve a smooth, timely settlement.
Frequently Asked Questions
What’s involved in preparing a contract for sale?
For a commercial property, the contract must include a full title search, zoning certificate, dealings, leases, and other statutory disclosures. We prepare the contract before the property is listed for sale so that your agent can begin marketing immediately.
Do I need to disclose existing leases?
Yes. Any existing tenancy must be disclosed and copies of leases attached to the contract. Failure to disclose material terms can give the buyer a right to rescind or claim compensation.
Do I have to pay GST when selling a commercial property?
It depends on the nature of the transaction. Sometimes GST will apply. If the property is part of a going concern (for example, sold with a lease in place and both parties registered for GST), the sale may be GST-free.
Can the buyer terminate after exchange?
Buyers have very limited rights to withdraw once contracts are exchanged. Ensuring the contract and disclosure documents are accurate from the outset helps avoid disputes or rescission claims.
How long does settlement take?
Most commercial contracts provide for a 6-12 week settlement, though this can vary depending on finance, lease arrangements, or special conditions.
Speak to a Commercial Property Lawyer
If you’re selling a commercial property or planning to list one soon, our team can ensure your sale is structured, compliant, and professionally managed from start to finish.
Contact Thornton + King to speak with an experienced commercial property lawyer about your upcoming sale and how we can help protect your interests.
