Commercial Property Purchase Solicitors in Scotland
Buying commercial property in Scotland means Scottish missives, Scottish title checks and a different rate of Land and Buildings Transaction Tax. We handle the whole purchase and report to you in plain terms.
Commercial property purchases under Scots law
Commercial property in Scotland is bought under Scots law, on Scottish missives, and registered in the Land Register of Scotland. The legal framework is different from England and Wales in ways that affect both the price you pay and the risks you take on, so it pays to use solicitors who work in Scots property law every day.
We act for owner-occupiers buying their own premises, landlords adding to a portfolio, and investors buying tenanted property. Typical purchases include shops and retail units, offices, industrial and warehouse units, mixed-use buildings with flats above, and small development sites.
Offers and missives
Most commercial purchases in Scotland are made on the offer to sell and the related styles published by the Property Standardisation Group, known as the PSG. These are agreed standard documents used by Scottish commercial property lawyers, and working from them means negotiations focus on the points that matter for your deal, rather than the wording of standard clauses.
Unlike the residential market, the seller's solicitor often issues a draft offer and the due diligence pack first, and the missives are concluded once the buyer is satisfied. That gives you the chance to complete your investigations before you are bound, and we make sure the missives do not become binding until they are.
Due diligence
Our investigations focus on what could affect your use of the property, your lender's security and the value of your investment:
- Title. Ownership, boundaries, servitudes for access and services, and real burdens restricting use. We also check whether the seller is an overseas entity that must be registered with Companies House before a sale can be registered.
- Planning and building control. That the current use has planning consent, and that alterations have building warrants and completion certificates.
- Energy performance. An Energy Performance Certificate is required on a sale, and for buildings over 1,000 square metres, a Section 63 assessment and action plan under the Assessment of Energy Performance of Non-domestic Buildings (Scotland) Regulations 2016.
- Leases. On an investment purchase, every occupational lease, including rent, rent reviews, repairing obligations, break options, guarantees and rent deposits, and whether any tenant is in arrears.
- Environmental and statutory matters. Contamination and flood risk reports where the use or location suggests them, the asbestos register for older buildings, and the property enquiry certificate from the local council.
- Controlled interests. Whether anyone must be recorded in the Register of Persons Holding a Controlled Interest in Land, which has been enforceable since April 2024, with fines of up to £5,000 for failing to register.
We report the results to you in writing, with the issues ranked by importance and the practical options for each.
Talk to a conveyancing solicitor
Fixed fees, no surprises. Use our online calculator or call 0141 471 9166 to speak to a conveyancing solicitor.
Tax on a commercial purchase
Land and Buildings Transaction Tax. Non-residential LBTT is charged at 0% up to £150,000, 1% on the next £100,000 and 5% above £250,000. The return must be submitted to Revenue Scotland within 30 days of the date of entry.
| Price | Non-residential LBTT | Registration of disposition |
|---|---|---|
| £300,000 | £3,500 | £530 |
| £400,000 | £8,500 | £660 |
| £650,000 | £21,000 | £800 |
VAT. If the seller has opted to tax, VAT is due on the price unless the purchase qualifies as a transfer of a going concern. For a tenanted investment, that usually means you must also opt to tax and notify HMRC before the date of entry. Because LBTT is charged on the price including any VAT, we settle the VAT position before the missives are concluded.
Funding and settlement
If you are borrowing, we act for your lender or work with the lender's solicitors to put the standard security in place, and we prepare any certificate of title the lender requires. Before settlement we lodge an advance notice with Registers of Scotland, which protects the purchase against competing deeds and inhibitions for 35 days. On the date of entry we pay the price, deal with apportionments of rent, service charge and non-domestic rates, and then register your title and your lender's security.
Why businesses use us
You deal with a small team of Scottish solicitors who explain things plainly and keep to the timetable your business needs. We give you a clear written quote for each commercial purchase once we know the property and the structure of the deal, and we tell you in advance if anything would change it. If you are selling as well as buying, see our commercial sale service, and if you are taking a lease rather than buying, our commercial lease review service.
Frequently asked questions
How much LBTT is due on a commercial property?
Non-residential LBTT is 0% up to £150,000, 1% from £150,001 to £250,000 and 5% above £250,000. A £400,000 unit costs £8,500. A property with both commercial and residential parts, such as a shop with a flat above, is taxed at the non-residential rates.
Will I pay VAT on the price?
Possibly. If the seller has opted to tax the property, VAT is added to the price, unless the sale qualifies as a transfer of a going concern, which is common when a tenanted investment is sold. LBTT is then calculated on the VAT-inclusive price, so getting the VAT position right matters for both taxes.
What is a Section 63 action plan?
When a non-domestic building with a floor area over 1,000 square metres is sold or let to a new tenant, the owner must commission an energy assessment and an action plan. The buyer then either carries out the improvements or defers them by recording the building's operational energy rating each year. We check whether one exists before you commit.
Do I need a certificate of title?
Many lenders and investors accept a report on title in the form of the Property Standardisation Group certificate of title, now in its eighth edition. We prepare one where your lender or your board requires it.