Property Acquisitions & Disposals
Our team of commercial property lawyers brings the experience and expertise you need to make each transaction a successful one.
Since the sale or purchase of commercial property is typically of significant financial or operational value, it is important to limit risk and receive expert advice in transactions relating to:
- Retail units, pubs, clubs, hotels, restaurants, residential developments and offices spaces
- Land for development
- Purchase of income deriving assets for investment purposes
- Land required for renewable energy projects
In Scotland, contracts for purchase or sale of commercial land or property must be formalised in writing. Contracts for purchase and sale of property usually consist of offers and acceptance, which are conducted through the exchange of formal letters between solicitors known as ‘missives’. These formal letters constitute the terms of the commercial property contract and contain the essential features such as the price, details of the property and identity of the parties involved. The missives should also include further provisions such as confirmations by the seller and any express conditions of the sale.
The missives may include conditional clauses, such as the purchaser being satisfied with a survey, receiving planning consent from the Council, an environmental audit, valuation/funding, licensing or even the sale of another property. This allows the certainty of having a concluded contract, while allowing a degree of flexibility while agreed matters are satisfied.
Sometimes the missives are structured as an “option” allowing the purchaser to have a right to acquire the asset on certain circumstances being met. Similarly, in development sales, arrangements are often put in place to allow the seller to share in future uplifts in the value (or overage).
At completion of a purchase, the purchaser will pay the purchase price in exchange for the disposition, which conveys the property. In addition to the purchase price, the purchaser will be liable for any tax due on the transaction in order for the property to be registered in the Land Register of Scotland (i.e. Land and Buildings Transaction Tax – LBTT) and the registration dues. Until registration has taken place, the purchaser has only a personal right against the Seller and, if the seller is liquidated or becomes insolvent before registration, the purchaser will rank only as an ordinary creditor for return of their payment. Swift registration of title is, therefore, key.
Our commercial property team can assist with complex site assembly, title and lease reporting in a clear and concise manner, tailored to your requirements.
