Buying and Selling Commercial Property
Trusted Legal Advice for Commercial Property Transactions, Buy-to-Let Investments and Pension Scheme Purchases
Buying or selling commercial property is a significant financial decision, whether you are an established business acquiring new premises, an investor disposing of an investment asset, a landlord expanding a buy-to-let portfolio, or a trustee purchasing property through a pension scheme. These transactions can involve substantial sums and long-term commitments, so it is important to understand the legal position and potential risks before you proceed.
Commercial property transactions often involve more than simply transferring ownership. They can involve complex contracts, detailed title investigations, planning and permitted use considerations, leases and tenancies, access and rights affecting the property, funding arrangements and carefully negotiated risk allocation. Issues with a property’s title, restrictions on its use or contractual obligations can have significant financial consequences if they are not identified and addressed at an early stage.
At Ellis-Fermor & Negus, our commercial property lawyers advise businesses, investors, landlords and pension trustees throughout the transaction. We can assist with acquisitions and disposals, investigate title and other legal issues, negotiate contractual terms and work alongside lenders, agents and other professional advisers to keep the transaction progressing.
Our aim is to make the legal process as straightforward as possible while protecting your interests at every stage. By identifying potential problems early, negotiating appropriate protections and ensuring the necessary legal requirements are satisfied, we help you proceed with greater confidence and avoid costly problems further down the line.
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‘A big thank you to Simon. The whole process was very smooth, and I highly recommend EFN. I always rely on their services for any matter, and they never disappoint.’
Simon Hale
Director and Head of Commercial Property
Why choose Ellis-Fermor & Negus?
Our commercial property lawyers combine technical precision with commercially practical advice. We have extensive experience acting for businesses, investors, and pension trustees across the East Midlands and beyond, including complex buy-to-let portfolios and pension-funded acquisitions.
Clients value our clear communication, realistic timescales, and strong negotiation skills.
Meet the team
Simon Hale
Simon is a Director and the Head of our Commercial Property Department. He has over 30 years’ experience and acts for a wide range of landlords, tenants, developers and investors on commercial property sales and purchases, leases, re-financing arrangements as well as advising on business asset sales and purchases. He has a particular interest in…
Daniel Brocklehurst
Dan joined the firm as a newly qualified solicitor in 2021. He completed his Law and Criminology LLB, Law LLM and LPC at Nottingham Law School. Dan is part of the Commercial Property department and is involved in property sales & purchases for investors and developers. Outside of work, Dan enjoys watching and participating in…
(0115) 922 1591
Daniel.Brocklehurst@ellis-fermor.co.uk
Daniel Brocklehurst is based at our Beeston Office.
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Jackie Abbott
Jackie has worked within the Commercial Property and Charity areas of law for over 21 years’ acting for individuals, companies and charities covering all aspects of property transactions including freehold and leasehold property. Jackie also has experience with properties to be sold or purchased at auction. Prior to moving over to Commercial Property, Jackie had…
01773 821 665
jackie.abbott@ellis-fermor.co.uk
Jackie Abbott is based at our Belper Office.
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Simon Chevassut
Simon is a Solicitor currently working in the Commercial Property Department at our Beeston office. His work is varied and he enjoys working with churches, charities and businesses on a purchase, sale, lease, and property trusteeship transfers. He regularly assists individuals with independent guarantee advice appointments when they are buying or re-financing a property through…
0115 922 1591
simon.chevassut@ellis-fermor.co.uk
Simon Chevassut is based at our Beeston Office.
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Bethan Chart
Bethan Chart is a Paralegal in the Commercial Property team at our Beeston office. Bethan first came to Nottingham to study Law at the University of Nottingham. After graduating, Bethan joined the Property Department at Ellis-Fermor & Negus with a focus on commercial and charity property. Bethan can assist with sales and purchases as well…
0115 922 1591
bethan.chart@ellis-fermor.co.uk
Bethan Chart is based at our Beeston Office.
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Sophie Garner
Sophie began her time at Ellis-Fermor and Negus on Reception and quickly worked her way up to Secretary. As of July 2024 she is a Paralegal in the Property department. Sophie is also the Beeston Office Manager. Common areas of work include Company and Individual Buy to Lets, Auctions, Remortgages and Lease Extensions. In her…
0115 922 1591
sophie.garner@ellis-fermor.co.uk
Sophie Garner is based at our Beeston Office.
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Noah Boswell
Noah is a Paralegal in our Commercial Property Department at Beeston. He graduated from Nottingham Trent University with a BArch in Architecture before joining us as a Secretary in late 2023. As of September 2025, he is now working as a Paralegal. Outside of work, Noah lives with his wife Kate in Beeston. They enjoy…
0115 922 1591
noah.boswell@ellis-fermor.co.uk
Noah Boswell is based at our Beeston Office.
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Buying and Selling Commercial Property – FAQs
Commercial property includes offices and retail premises, industrial units and warehouses, mixed-use buildings, development land, and investment property. It also covers structured buy-to-let portfolios and property acquired through pension schemes such as SSAS or SIPP arrangements.
Unlike residential conveyancing, commercial transactions require deeper investigation, negotiation, and proactive risk management tailored to business or investment use.
Although buyers and sellers approach a transaction from different perspectives, the legal framework is relatively structured and predictable. Early preparation and clear legal advice are essential.
1. Heads of Terms
Most transactions begin with agreed Heads of Terms setting out the purchase price, deposit, proposed completion date, and any special conditions such as planning permission, lease arrangements, or VAT treatment.
These are usually “subject to contract” and not legally binding. However, clarity at this stage significantly reduces the likelihood of delay or renegotiation later.
2. Due Diligence
Once lawyers are instructed, detailed legal investigation begins.
For buyers:
- Reviewing title documentation to identify restrictive covenants or rights
- Raising enquiries with the seller
- Investigating planning, building regulation, and environmental matters through appropriate searches
- Analysing tenanted properties, including lease terms, rent review provisions, repairing obligations, and tenant covenant strength
For sellers:
- Preparing title documents, replies to commercial property enquiries, lease information, and planning documentation accurately and promptly
Commercial due diligence is significantly more extensive than residential conveyancing and is designed to identify financial and legal risk before exchange of contracts.
3. Finance and Contract Negotiation
Where funding is involved, commercial lenders impose detailed legal conditions. Buyers’ solicitors coordinate with lenders to ensure mortgage requirements and security documentation are satisfied in good time.
At the same time, the sale contract is negotiated. Commercial contracts frequently address VAT status, Transfer of a Going Concern (TOGC) treatment, apportionment of rent and service charges, vacant possession, and the allocation of ongoing risk. Clear drafting at this stage reduces the likelihood of post-completion disputes.
4. Exchange and Completion
Once investigations are complete and terms agreed, contracts are exchanged and the buyer pays a deposit. The completion date then becomes legally binding.
On completion:
The balance of the purchase price is transferred
Ownership or leasehold interest passes to the buyer
Control of the property changes hands
Post-completion formalities include Stamp Duty Land Tax submission, Land Registry registration, and redemption of any existing mortgage.
Buy-to-let investments may fall within residential or commercial categories depending on structure. Investors commonly hold multi-unit buildings, mixed-use premises, or portfolio properties through limited companies.
Key legal considerations include tenancy compliance, deposit protection, licensing requirements, energy performance standards, and rent review provisions. In portfolio transactions, coordination of multiple titles and tenancy agreements is essential to protect rental income and ensure efficient completion.
If you are buying, selling, or leasing commercial property—our team can provide specialist legal guidance
• Phone:
0115 972 5222 (Long Eaton)
0115 896 3390 (West Bridgford)
0115 922 1591 (Beeston)
01773 821665 (Belper)
01773 744744 (Ripley)
• Email: infomation@ellis-fermor.co.uk
• Online Enquiry: ellis-fermor.co.uk/contact-us
Get clear, confidential commercial property advice today