Commercial Property Conveyancing Solicitors in London
Buying or selling offices, shops, industrial units or development land in London? Our SRA-regulated solicitors handle due diligence, VAT, SDLT and Land Registry so your deal completes on time.
Commercial property conveyancing is the legal process of buying or selling non-residential property, such as offices, shops, warehouses, industrial units and development land. Adam Bernard Solicitors acts for investors, business owners and developers on freehold and leasehold commercial property sales and purchases across London and England, from our offices in High Holborn and Upton Park.
Whether you are buying your first business premises, selling a tenanted investment or acquiring a development site, our SRA-regulated commercial property solicitors manage the transaction from heads of terms to registration at HM Land Registry. Call 0207 100 2525 or book a video consultation by Zoom, Teams, WhatsApp or Skype.
What is commercial property conveyancing?
Commercial conveyancing transfers legal ownership of non-residential land or buildings from a seller to a buyer. It follows the same broad stages as residential conveyancing, but the risks are different. Commercial buyers carry out their own due diligence (“buyer beware”), contracts are freely negotiated, and VAT, Stamp Duty Land Tax (SDLT), planning use and existing tenancies often decide whether a deal works.
| Residential conveyancing | Commercial property conveyancing | |
|---|---|---|
| SDLT rates | Residential rates and surcharges | Lower non-residential rates |
| VAT | Normally none | Payable if the seller has opted to tax |
| Pre-contract enquiries | Standard TA6 forms | Commercial Property Standard Enquiries (CPSE) |
| Existing occupiers | Usually vacant possession | Often sold subject to tenants and leases |
| Planning | Residential use | Use class matters (e.g. Class E) |
Commercial property we act on
- Offices, shops, restaurants and other Class E premises
- Industrial units, warehouses and logistics sites
- Mixed-use buildings (for example, a shop with a flat above)
- Tenanted investment property and portfolio sales and purchases
- Development sites and land for commercial use
- Purchases with a commercial mortgage or bridging finance
Selling commercial property
When you sell commercial property, we prepare the legal pack, answer the buyer’s enquiries, negotiate the contract and complete the sale. Our work for sellers covers:
- Title and legal pack. We obtain official copies of your title from HM Land Registry and resolve any defects before marketing, not after an offer.
- CPSE replies. We help you complete the Commercial Property Standard Enquiries so answers on boundaries, disputes, services, planning and VAT are accurate.
- EPC. You must give buyers a valid Energy Performance Certificate for commercial property when you sell.
- VAT position. If you have opted to tax the building, we confirm whether VAT is charged or whether the sale qualifies as a transfer of a going concern.
- Draft contract. We draft the sale agreement, negotiate it with the buyer’s solicitors and manage exchange.
- Completion. We receive the purchase money, redeem any mortgage, and account to you for the net proceeds.
Selling a tenanted building? We also prepare rent statements, lease copies and notices to tenants. Where you are the landlord, our acting for the landlord and tenant team can tidy up lease issues before sale.
Buying commercial property
When you buy commercial property, we investigate the title, run searches, raise enquiries, report to you and your lender, and register you as the new owner. Because commercial buyers have little protection after exchange, due diligence is where we add most value:
- Title review. Rights of way, restrictive covenants, charges and boundary issues.
- Searches. Local authority, drainage and water, environmental and, where relevant, chancel, mining and flood searches.
- Planning and use. We check that your intended use fits the permitted use class under the Town and Country Planning (Use Classes) Order 1987.
- Existing leases. If the property is let, we review each lease, rent, service charge and whether tenants have security of tenure under the Landlord and Tenant Act 1954.
- Building compliance. We raise enquiries on asbestos (the duty to manage asbestos applies to non-domestic premises), fire safety and the EPC rating.
- Lender requirements. We act for, or liaise with, your commercial lender, including any director guarantee the lender asks for.
- Report and exchange. We send you a clear written report on title before you commit.
Buying premises as part of a business purchase
If you are buying a business that owns or leases its premises, the property is usually transferred alongside the business assets. We handle the property element (freehold transfer or lease assignment) and coordinate with your accountant on VAT and capital allowances.
VAT on commercial property: option to tax and TOGC
VAT at 20% is charged on a commercial property sale if the seller has opted to tax the building, or if the building is a new commercial building under three years old. Because SDLT is calculated on the VAT-inclusive price, VAT can increase your SDLT bill too.
A sale of a let building can fall outside VAT as a transfer of a going concern (TOGC). For opted property, the buyer must also opt to tax and notify HMRC before the “relevant date”, and confirm to the seller that its option is not disapplied. The conditions are set out in HMRC’s VAT Notice 742A: opting to tax land and buildings and VAT Notice 700/9: transfer of a business as a going concern. Missing the deadline means VAT is charged on the full price.
Stamp Duty Land Tax on commercial property
Non-residential SDLT is 0% up to £150,000, 2% on £150,001 to £250,000, and 5% above £250,000, charged on each slice of the price. Mixed-use property is also taxed at non-residential rates, which are usually lower than residential rates (GOV.UK: SDLT non-residential and mixed rates).
| Purchase price | SDLT payable |
|---|---|
| £150,000 | £0 |
| £250,000 | £2,000 |
| £400,000 | £9,500 |
| £1,000,000 | £39,500 |
We file your SDLT return and pay the tax on your behalf. The return and payment are due within 14 days of completion, even if no tax is payable. For new leases, SDLT may also be due on the rent; HMRC’s SDLT calculator works out the net present value.
The commercial conveyancing process step by step
- Heads of terms agreed between buyer and seller (usually through agents).
- Seller’s solicitor issues the legal pack: title, draft contract, CPSE replies, EPC, leases.
- Buyer’s due diligence: searches, enquiries, survey, finance.
- Report on title to the buyer and lender.
- Exchange of contracts: the deal becomes binding and a deposit (often 10%) is paid.
- Completion: the balance is paid and keys or tenancies pass to the buyer.
- Post-completion: SDLT return filed within 14 days and the transfer registered at HM Land Registry.
How long does commercial conveyancing take?
A straightforward commercial purchase or sale commonly takes 8 to 12 weeks from instruction to completion. Tenanted buildings, VAT/TOGC issues, lender conditions or planning questions can extend this. Exchange and completion can be simultaneous if both sides are ready.
Completion and post-completion
On completion we send the money, date the transfer and take the keys or notify tenants. We then file your SDLT return, register the transfer and any new mortgage at HM Land Registry, and send you confirmation of your registered title.
Energy efficiency (MEES) if you buy to let
Commercial property you let must currently have an EPC rating of at least E, unless a valid exemption is registered. In June 2026 the government confirmed it intends to require privately rented non-domestic buildings over 1,000 sq m to reach EPC B from 2031, and dropped the previously proposed EPC C target for 2027 (GOV.UK: MEES interim response). This still needs secondary legislation, but investors should factor upgrade costs into the price now. See also the non-domestic landlord guidance.
Overseas and company buyers
An overseas company must be registered on the Register of Overseas Entities at Companies House before HM Land Registry will register it as the owner of UK land. We check this early so completion is not delayed. For UK companies, we verify signing authority, and for all buyers we complete identity and source-of-funds checks required under anti-money laundering rules.
Other costs to plan for
- Business rates become payable by the occupier from completion (GOV.UK: business rates).
- Capital allowances on fixtures can be lost if the seller’s and buyer’s position isn’t agreed before completion (GOV.UK: capital allowances). We raise this with your accountant.
- Land Registry fees, search fees and SDLT are disbursements on top of our legal fee.
Related commercial property services
If you are taking or giving a lease rather than buying a freehold, see our commercial lease solicitors hub, including grant of a business lease, assignment of a commercial lease and surrender of a commercial lease. For homes, see our property law solicitors in London.
Why instruct Adam Bernard Solicitors?
- 15 years in practice and 15,000+ clients across property, immigration, family and commercial law
- SRA-regulated solicitors, listed on the Law Society’s Find a Solicitor directory
- Two London offices: High Holborn (Central London) and Upton Park (East London)
- One point of contact who reports to you at every stage
- Joined-up advice: our immigration and commercial teams support overseas investors and business-visa founders buying UK premises
Speak to a commercial property solicitor
Call 0207 100 2525 (24/7) or book a consultation in person or by video (Zoom, Teams, WhatsApp or Skype). Tell us the property address, price, whether it is tenanted and your target completion date, and we’ll give you a clear quote and timetable.
Commercial property conveyancing FAQs
What does a commercial property conveyancing solicitor do?
A commercial property conveyancing solicitor handles the legal side of buying or selling non-residential property: checking title, running searches, raising enquiries, advising on VAT and SDLT, negotiating the contract, completing the transaction and registering the new owner at HM Land Registry.
How long does commercial conveyancing take?
A straightforward commercial sale or purchase commonly takes 8 to 12 weeks. Tenanted property, VAT and TOGC issues, lender conditions or planning questions can make it longer.
Do I pay VAT when buying commercial property?
You pay VAT at 20% if the seller has opted to tax the building or it is a new commercial building under three years old. A sale of a let building can be VAT-free as a transfer of a going concern if HMRC's conditions in VAT Notice 742A and 700/9 are met.
How much stamp duty do I pay on commercial property?
Non-residential SDLT is 0% up to £150,000, 2% on the portion from £150,001 to £250,000 and 5% above £250,000. A £400,000 purchase pays £9,500. The return must be filed within 14 days of completion.
What are CPSE enquiries?
Commercial Property Standard Enquiries (CPSE) are the standard pre-contract questions a buyer's solicitor sends the seller in a commercial transaction, covering boundaries, disputes, services, planning, VAT and occupiers.
Is commercial conveyancing different from residential conveyancing?
Yes. Commercial buyers rely on their own due diligence, contracts are negotiated more freely, and VAT, use class, existing leases and non-residential SDLT rates apply. Residential protections, such as standard TA6 forms, do not.
Can an overseas company buy commercial property in London?
Yes, but it must first register on the Register of Overseas Entities at Companies House. HM Land Registry will not register an unregistered overseas entity as the owner.
Do you act for buyers of business premises with a commercial mortgage?
Yes. We act for or liaise with your lender, satisfy its conditions, and advise on any personal or director guarantee it requires.
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