Buying or selling commercial property in England and Wales follows a structured conveyancing process. Knowing the stages (and when you become legally committed) helps both buyers and sellers stay in control. Here is a plain-English guide.
Step 1: Agree heads of terms
The commercial points (price, what's included, timing, any conditions) are usually agreed in heads of terms, typically marked "subject to contract" so neither party is bound yet. Both sides instruct solicitors (and the buyer often a surveyor).
Step 2: Pre-contract due diligence
This is the heart of the process. The buyer's solicitor investigates:
- Title, official copies and the title plan from HM Land Registry, checking ownership, extent, and any rights or burdens (easements, covenants, charges);
- Enquiries, raising Commercial Property Standard Enquiries (CPSE) of the seller;
- Searches, local authority, environmental, water/drainage and other relevant searches;
- Planning and building compliance, and MEES energy-efficiency requirements;
- Occupational leases if the property is tenanted (for an investment purchase); and
- a survey of the building's condition.
The buyer also confirms funding (and any lender's requirements) and the VAT/SDLT position.
Step 3: Draft and negotiate the contract
The seller's solicitor prepares the contract for sale (incorporating the Standard Commercial Property Conditions), which the parties negotiate alongside the due-diligence findings. The buyer raises further enquiries until satisfied.
Step 4: Exchange of contracts
The transaction becomes legally binding at exchange of contracts. The buyer usually pays a deposit (often 10%), and a completion date is fixed. After exchange, neither party can pull out without serious consequences (loss of deposit, damages).
Step 5: Completion
On the completion date:
- the buyer pays the balance of the price;
- the seller transfers the property (a TR1 transfer for the whole), hands over title documents and (if tenanted) assigns the benefit of leases; and
- the buyer takes possession and the transfer completes contractually; for registered land, legal title is perfected only on registration at HM Land Registry; the buyer holds an equitable interest until then.
Step 6: Post-completion
- SDLT: the buyer files an SDLT return and pays the tax within 14 days of completion.
- Registration: the buyer's solicitor registers the transfer (and any mortgage) at HM Land Registry.
- Practical handover: utilities, insurance, business rates and (for investments) notifying tenants of the new landlord.
Special commercial points to watch
- VAT, whether the seller has opted to tax (affecting price, SDLT and cash flow), and whether the sale is a transfer of a going concern (TOGC).
- Tenanted property, the occupational leases drive the income and value; review them carefully.
- Lending, a lender will have its own requirements and may instruct the same or a separate solicitor.
Key takeaways
- The process runs: heads of terms (subject to contract) → due diligence → draft/negotiate contract → exchange → completion → post-completion.
- You become legally bound at exchange (deposit paid); pulling out then is costly.
- Due diligence (title, CPSE enquiries, searches, planning, MEES, leases, survey) is the critical phase.
- After completion, file SDLT within 14 days and register at HM Land Registry; watch VAT/TOGC and any tenanted-property issues.
Sources
- HM Land Registry (title investigation; TR1 transfer; registration); Commercial Property Standard Enquiries (CPSE) and Standard Commercial Property Conditions
- SDLT (Finance Act 2003), return and payment within 14 days; VAT (option to tax; TOGC)
- Conveyancing practice on exchange and completion; Energy efficiency (MEES) requirements
--- This article is general information about the law of England & Wales as at 2026, not legal advice. For advice on your circumstances, consult a qualified solicitor.