02 9429 0000

Commercial Conveyancing in NSW

A commercial property purchase is a business decision before it is a property one. The contract and special conditions are tailored to the transaction, the tax treatment is rarely simple, and the deadlines are commercial deadlines with a lease expiry, a fitout or a settlement of your own hanging off them. When something is missed, the cost lands on your business, not only on your property file.

Paul Denny Conveyancing acts for both purchasers and vendors of commercial property across Sydney and all of NSW. Contact our team for commercial conveyancing in Sydney.

Get Started

What Counts as Commercial Property?

The commercial label changes how the contract is drafted and what has to be investigated before you commit. We act on transactions involving:

Our people

Retail Shops and Shopfronts

Street-front and shopping centre tenancies, where permitted use and retail lease disclosure often shape the deal.
Expertise

Offices and Office Suites

Standalone offices and suites within larger buildings, including strata offices with shared outgoings and by-laws.
Communication

Warehouses and Factories

Industrial units and larger storage or manufacturing sites, where zoning, contamination enquiries and heavy vehicle access need checking before you commit.
Mixed-use property conveyancing

Mixed-Use Premises

Buildings that pair a commercial tenancy with living space, so both residential and commercial rules may come into play.
Clear Costs

Commercial Strata Lots

Individual lots within a commercial strata scheme, where levies, by-laws and strata records form part of what you are buying.
Great Reviews

Vacant Land

Undeveloped sites purchased for commercial development, where zoning, easements and permitted uses need confirming before exchange.

If your property sits between categories, such as a shop with a residence above it, tell us early. Mixed-use premises can attract obligations from both sides of the line, and that affects the searches we run and the way the contract is put together.

How Commercial Conveyancing Differs from Residential

Most of our commercial clients have bought or sold a home before and assume the process runs the same way. It does not, and the differences show up in the places that cost money.

Expertise

The contract is negotiated

Residential contracts in NSW follow a largely standard form. Commercial contracts arrive loaded with special conditions covering fitout, access and warranties, and every one of them is open to negotiation. We read them for what they oblige you to do, then push back on the terms that shift risk onto you unfairly.
Personalised Service

GST is part of the price

GST can be a significant consideration in commercial property, and the contract must state whether the price includes it, excludes it, or whether the sale is being treated as a going concern. A vague answer can leave one party carrying a tax bill they never priced into the deal.
Efficiency

The purchasing entity matters

Many commercial buyers purchase through a company, a family trust or a self-managed super fund. The correct entity must be named on the contract from the start because changing it after exchange is difficult and may have additional transfer duty consequences.
Transparency

Cooling off protections do not carry across

Buyers often assume the residential cooling off period applies to commercial sales. It generally does not, so your investigations need to be finished before you sign.

Due Diligence on a Commercial Property

A list of searches is easy enough to obtain. What matters more is knowing what a bad result means for you while you can still act on it.

We check zoning and permitted use through the section 10.7 planning certificate because council consent for your intended use cannot be assumed. A warehouse zoned for light industry may not permit the retail counter you were planning. We review building compliance, including fire safety obligations and the annual fire safety statement, since unresolved compliance issues may affect you once you own the property.

On industrial sites we raise contamination and environmental enquiries, where a positive result affects both value and future use. We also examine the title for easements, covenants and other encumbrances that may restrict access, expansion or signage.

Where a result calls for specialist input, we refer you to building consultants, environmental experts and accountants. We then liaise with them directly, so their findings are reflected in the contract rather than filed away.

GST, Duty and Tax Considerations

Tax carries more weight in a commercial transaction than a residential one, so we are clear about who does what. We make sure the contract states the GST position accurately, including whether the sale is being treated as a going concern and what both parties must agree in writing for that treatment to hold. We calculate the adjustments for land tax, rates and other outgoings at settlement, and we lodge your transfer duty with Revenue NSW.

Your accountant sets the tax strategy, covering GST registration, capital gains and the structure you buy through. We work alongside them so the contract reflects it.

Get Started

Buying a Tenanted Commercial Property

Buy a leased property and you inherit the landlord's obligations from settlement day. That makes the lease as important to your decision as the contract of sale.

We review the remaining term, any options to renew and how they must be exercised, the rent review mechanism, and whether the bond or bank guarantee transfers to you properly. We also look at make-good obligations and how recoverable outgoings are calculated because a lease that recovers less than you assumed changes your return.

Where the premises are retail, the Retail Leases Act 1994 (NSW) will usually apply, and it brings its own disclosure requirements. We review all of it in the context of your purchase and flag anything that alters what you are actually buying.

Selling Commercial Property in NSW

A Contract for Sale needs to be prepared before the property is offered for sale, so vendors benefit from starting early. We prepare the contract with the disclosure documents prescribed under the Conveyancing (Sale of Land) Regulation 2022, including title, planning certificate and, for strata lots, the required strata information.

If the property is tenanted, we disclose the tenancies and attach the lease documentation so buyers can assess the income before they offer. We also settle the GST and going concern wording up front rather than leaving it to be argued over late, which is where deals stall. Throughout, we work to your agent's marketing and auction timeframes. The general sale process is set out on our selling property in NSW page.

What to Expect When You Work With Us

Contract Preparation

Direct Access to a Licensed Conveyancer

When you choose us for commercial conveyancing services, you deal with a licensed conveyancer in NSW who keeps you informed at each stage. Commercial transactions have more moving parts than residential ones, and our role is to hold them together.
Marketing

Contract Review, Due Diligence and Exchange

We review the contract and negotiate the special conditions, explaining what each amendment means for you rather than simply reporting the vendor's response. We coordinate your due diligence and bring the results back into the contract. We manage exchange and the deposit arrangements, including any bank guarantee.
Exchange

Adjustments, Duty and Settlement Through PEXA

Before settlement, we prepare the adjustments for rent, outgoings and land tax, lodge your duty, and book settlement with your lender. Settlement is typically completed electronically through PEXA, and we confirm it with you as soon as it is done.
Settlement Preparation

Negotiated Settlement Periods

Commercial settlement periods are negotiated rather than fixed, and they are often extended beyond the standard timeframe to allow for finance, investigations and lease reviews. We coordinate with your lender, accountant and agent to meet the date agreed. To talk through your transaction, speak with our commercial conveyancing experts.

Why Choose Paul Denny Conveyancing for Commercial Property

We have been helping clients buy and sell property since 1978, and our team brings more than 60 years of combined experience in residential and commercial conveyancing. Our licensed conveyancers operate from our offices at Bella Vista and Lane Cove, acting for clients throughout NSW.

Commercial matters sit alongside residential in our practice, which means the same team can take you from a first contract review through to settlement without handing your file elsewhere. We communicate with you regularly at every stage, so you always understand what you are signing and why.

Get Started

Commercial Conveyancing FAQs

Do I need a licensed conveyancer or a solicitor for a commercial property purchase?
Licensed conveyancers can act on commercial property transactions in NSW, and we do so regularly. Where a transaction moves beyond the property itself, such as a business sale with goodwill, plant and employee entitlements attached, or where you need tax planning built around the purchase, we will tell you plainly that a commercial lawyer or your accountant should be involved as well.
How long does a commercial property settlement take in NSW?
Commercial settlement periods are negotiated between the parties rather than set by convention. The standard settlement period in NSW is 42 days, and many commercial contracts start from that figure, though parties often agree on something longer where the buyer needs more time. Due diligence periods, subject to finance clauses, lease reviews, multiple titles and vendor requirements around a leaseback or fitout can all stretch the timeframe further.
Is there a cooling off period when buying commercial property in NSW?
The statutory cooling off period under the Conveyancing Act 1919 applies to residential property and generally does not extend to commercial sales. Once contracts are exchanged, you are bound, which is why your investigations, finance position and lease review need to be complete beforehand rather than after. Mixed-use premises are the exception worth checking, because a property that includes a residence may be treated differently, so ask us before you assume the position either way.
What happens if the property is contaminated or does not comply with fire safety requirements?
These issues usually surface through the planning certificate, council enquiries and the fire safety documentation we request, which is why we raise them before exchange. If something turns up, you can negotiate a price reduction, add a special condition requiring the vendor to rectify the problem before settlement, extend the timeframe so a specialist can assess the extent, or walk away. Assessing the remediation itself is work for an environmental consultant or building certifier, and we will help you engage one.
Can I buy a commercial property through my SMSF, company or trust?
Yes, and we act on these purchases regularly. What matters from our side is that the correct entity is named on the contract from the outset, that the execution clauses match the structure, and that any trustee details are recorded properly. Changing the purchasing entity after exchange is difficult and can attract duty a second time. Questions about superannuation compliance, borrowing arrangements and whether the structure suits your circumstances belong with your accountant or financial adviser.
How much does commercial conveyancing cost in NSW?
Commercial conveyancing costs depend on the complexity of the transaction, including the contract and special conditions, required searches and due diligence, existing leases, purchasing structure and settlement requirements. Contact Paul Denny Conveyancing for a quote based on your commercial property transaction.

Helping clients since 1978