Commercial Property Sale Solicitors in Scotland

Selling commercial property in Scotland

Buyers of commercial property carry out detailed due diligence before they commit, and in Scotland they can take their time, because missives are not binding until they are concluded. The quicker you can answer their questions, the sooner your sale becomes binding, and the less time a buyer has to renegotiate.

We act for business owners selling their premises, landlords selling tenanted investments, and owners disposing of surplus property or land. Our approach is to front-load the work: we prepare the answers before the buyer's solicitor asks the questions.

The title pack

Before your property is marketed, we assemble a title pack, usually in an online data room, covering:

• the title sheet and plan from the Land Register of Scotland, or the Sasine deeds if the property has not yet been registered
• the planning history, building warrants and completion certificates for alterations
• the Energy Performance Certificate and, for a building over 1,000 square metres, the Section 63 action plan or evidence of how it has been dealt with
• the asbestos register and any environmental reports
• for tenanted property, every lease, minute of variation, licence for works and rent review memorandum, with a tenancy schedule showing rents and arrears
• replies to the Property Standardisation Group due diligence questionnaire

Gaps are much easier to fill before an offer is received. A missing completion certificate, an unregistered servitude or a lease variation that was never signed can all be put right calmly at this stage, instead of under pressure from a buyer.

Missives

Most commercial sales in Scotland use the Property Standardisation Group styles, either the offer to sell with vacant possession or the offer to sell an investment. Working from agreed styles saves time and cost, and it means we can focus the negotiations on the points that affect you:

• Warranties. What you promise about the property, and what is disclosed against those promises.
• Limits on claims. How long your obligations continue after the sale, and the maximum amount a buyer could claim.
• VAT. Whether VAT is chargeable, and if the sale is to be a transfer of a going concern, the conditions the buyer must meet.
• Apportionments. How rent, service charge, insurance and non-domestic rates are split at the date of entry.
• Conditions. Any condition about planning, finance or a tenant's consent, with a firm long-stop date so the buyer cannot keep the deal open indefinitely.

Tenanted investments

When you sell a let property, the buyer steps into your shoes as landlord. We make sure the tenancy information in the missives is accurate, because it is what the buyer will rely on. At settlement we hand over the leases, transfer any rent deposits, assign guarantees where needed, and prepare the notices that tell each tenant to pay rent to the new landlord.

If a lease contains a pre-emption right or a right of first refusal in favour of the tenant, it must be dealt with before a sale to a third party, and we check for these at the outset.

Settlement and your lender

If there is a standard security over the property, we obtain a redemption figure from your lender, repay the loan from the price and arrange the discharge. Where the price comes from several sources, for example a buyer's lender and a deposit, we agree the arrangements with the buyer's solicitor in advance, so the funds arrive on the date of entry.

After settlement we account to you for the balance, with a statement showing the apportionments, the lender's redemption and any costs paid on your behalf.

Tax to consider

A seller does not pay Land and Buildings Transaction Tax, but you may have Capital Gains Tax or Corporation Tax to pay on the gain, and VAT to account for if you have opted to tax. We work with your accountant so the sale is structured in the way they have advised.

If you are buying replacement premises, see our commercial purchase service. For a sale of farmland or rural property, see our agricultural and rural property service.