What commercial conveyancing is

Commercial conveyancing is the legal transfer of commercial property: offices, retail shops, industrial units, warehouses, showrooms, land holdings and tenanted investment properties. The mechanics look similar to a residential purchase, which is exactly why it catches people out. The contract is on the same Law Society form, the settlement runs through PEXA, and the title transfers the same way.

What differs is everything attached to it. There is no cooling off period. GST is live. The property may come with tenants, and their leases bind you from settlement. The due diligence is wider, the special conditions are longer, and the vendor has usually drafted them.

The 6 things that make it different from a house

There is no cooling off period

The 5 business day cooling off period that applies to residential sales in NSW does not apply to commercial property. Once you exchange, you are committed. Everything you want to check has to be checked before you sign, which is why the sequence below starts where it does.

GST applies, and who pays it is negotiable

Residential sales of established homes are generally input taxed. Commercial sales are not. GST can add 10% to the price or be excluded entirely depending on how the contract is structured, and that is settled before exchange, not after.

The vendor writes the special conditions

Commercial contracts commonly carry 10 to 40 pages of special conditions drafted for the seller. They routinely cut back the warranties the standard contract gives you, shorten the time you have to make a claim, and shift risk onto the buyer. The standard form is the starting point, not the deal.

You may be buying a landlord relationship

If the property is tenanted you take the leases as they are. The rent, the term, the options, the outgoings recovery, the make good obligations and the security held are all inherited, and none of them can be renegotiated after settlement.

Due diligence is wider

Zoning and permitted use, existing use rights, outstanding notices and orders, contamination, building compliance, fire safety, essential services, survey and encroachments, and whether the physical premises can lawfully do what you intend to do in them.

The timeframe is longer

Commercial settlements commonly run 30 to 90 days rather than the 42 day default, because finance, due diligence and in many cases a tenant or licence transition all have to land together.

Step 1: Before you sign

This is where a commercial purchase is won or lost, because after exchange there is no way out.

The contract and its annexures are reviewed in full. The title is searched and every notation on it is explained. The planning position is checked against what you intend to do with the property. Where the property is tenanted, the leases are read and the rent roll is reconciled against them. Where GST is in issue, the position is settled in writing before you sign rather than argued about afterwards.

Step 2: Negotiating the contract

Amendments are requested through the vendor’s solicitor. In a commercial deal the ones that matter most are usually not about price. They are the conditions: finance, due diligence, a satisfactory lease review, council approval of a proposed use, or a condition tied to the tenant remaining in place.

Also negotiated here: the deposit, whether it is released to the vendor before settlement, the GST treatment, the warranties you keep, and the time you have to claim on them.

Step 3: Exchange

Contracts are exchanged and the deposit is paid, commonly 10% but frequently negotiated down, and sometimes provided by deposit bond or bank guarantee instead of cash.

At exchange the deal is binding. Any protection you want after this point has to already be written into the contract as a condition.

Step 4: Between exchange and settlement

Finance is formalised and the lender’s requirements are met. Any conditions are satisfied or waived inside their deadlines, which are strict and in a commercial contract usually unforgiving. Duty is assessed and paid. Searches are updated, adjustments are calculated for rates, land tax, water, outgoings and rent, and where there are tenants, notices of attornment are prepared so they know who to pay from settlement.

Where a bank guarantee or bond is held as tenant security, arrangements are made for it to be transferred or reissued, which takes longer than people expect and is a common cause of delay.

Step 5: Settlement

Settlement happens electronically through PEXA. Funds move, the transfer and any mortgage are lodged, and title passes. From that moment the leases, the outgoings and the obligations are yours.

Afterwards, the tenants are directed to the new managing agent or owner, the security is confirmed as held, and the notice of sale updates the rating authorities.

GST: the part that costs the most money

This is the single largest financial variable in a commercial purchase and it is decided by the contract, not by the tax return.

Sale of a going concern

Where a commercial property is sold with a tenant in place, the sale can often be structured as the supply of a going concern and treated as GST free. The conditions are specific. Both parties must be registered for GST, both must agree in writing before settlement that it is a going concern, the seller must supply everything necessary for the continued operation, and the business must be carried on until settlement.

Getting this right removes 10% from the price. Getting it wrong is expensive, and the time to deal with it is before exchange.

The margin scheme

Where the going concern treatment is not available, the margin scheme can reduce the GST payable by calculating it on the margin rather than the full price. It has to be agreed in writing on or before settlement, and it affects what a later buyer can claim, so it is a decision with consequences beyond the current deal.

What this means practically

A contract that is silent, or that simply says the price is "plus GST", is a contract that has not dealt with the question. On a $1,500,000 purchase the difference is $150,000. It is worth settling properly.

Buying a tenanted commercial property

If the property has tenants, the lease review is as important as the contract review, because the leases are what you are actually buying the income from.

What gets checked: the term remaining and any options, how rent reviews work and when the next one falls, which outgoings are recoverable from the tenant and which are not, the make good obligation at the end of the term, what security is held and in what form, whether the lease is registered, and whether any incentive, rent free period or fitout contribution is still running and will be inherited by you.

A rent roll that looks strong can hide a lease expiring in 8 months with no option, or an incentive that has 2 years to run. Both change what the property is worth. Our commercial leasing work covers the same ground from the landlord and tenant side.

What commercial conveyancing costs in NSW

There are 2 separate numbers and they are commonly confused.

Professional fees

Our fee for acting on a commercial property purchase or sale is $2,400 + GST, fixed and confirmed in writing before we start, with GST and due diligence handled. A stand-alone commercial contract review, where you want the contract assessed before deciding whether to proceed, is $300 + GST. Both are set out on our pricing page.

Disbursements

These are third party costs, not legal fees. For a NSW dealing they are typically around $300 and cover the Land Registry lodgement fee, the PEXA fee, title searches and identity verification. They are confirmed for your matter before we start, and they sit alongside stamp duty, which is assessed on the price and paid to Revenue NSW separately.

Why "cheap commercial conveyancing" is the wrong search

The fee on a commercial purchase is a small fraction of the duty, and a tiny fraction of a GST question handled badly. The thing that determines what a commercial purchase costs you is not the conveyancing fee. It is whether the contract was read properly before you signed it.

Where this leaves you

Commercial property is bought on the contract, not on the inspection. There is no cooling off period, the special conditions are written for the seller, and the GST position is settled before you sign or not at all. We act on commercial purchases and sales across NSW, VIC, QLD and WA for a fixed fee, and a qualified property lawyer runs every file.

This article is general information only, current as at October 2026, and is not legal, financial or taxation advice. Commercial property law, GST treatment and duty differ between transactions and States and change over time. You should obtain advice specific to your circumstances before acting. Corporate Legal provides legal and conveyancing services only.