TRW & Co · Real Estate & Construction
Commercial Property Solicitors in London
Commercial property solicitors London businesses instruct handle buying, selling, leasing and financing offices, shops, warehouses and mixed-use buildings. In 2026 that means working through SDLT, overseas entity rules, tougher energy-performance targets and a new ban on upwards-only rent reviews, while keeping the deal on timetable and the long-term costs of the building visible from day one.
Key pointThe ban on upwards-only rent reviews is law but awaits commencement regulations, so leases, options and agreements for lease signed now should be drafted with the new rules in mind rather than on the old market standard.
At a glance
SDLT on commercial purchases
Non-residential freehold purchases in England pay 0% to £150,000, 2% to £250,000 and 5% above, with separate 1% and 2% bands on lease rent NPV.
Leases over seven years
HM Land Registry requires leases granted for more than seven years to be registered, generally within two months of the deed that triggers registration.
Overseas buyers must register
Overseas entities dealing in UK land must register beneficial owners at Companies House and file annual update statements, or face blocked dealings and criminal penalties.
Upwards-only reviews banned
The English Devolution and Community Empowerment Act 2026 bans upwards-only rent reviews in new business leases once regulations set the commencement date.
EPC B for larger buildings
Government plans require non-domestic buildings over 1,000 square metres to reach EPC B from 2031, subject to secondary legislation still to be made.
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What commercial property solicitors London businesses instruct actually do
Commercial property solicitors London investors, occupiers and lenders instruct handle the legal side of owning, leasing, financing and developing business premises: offices, shops, warehouses, data centres, hotels and mixed-use schemes. The work turns on title, tax, lease terms and regulation, and it usually runs to a deadline set by a deal or a lease event.
In England and Wales a property question becomes a legal one earlier than many people expect. Heads of terms are normally "subject to contract", but the choices made there (lease length, break rights, rent review basis, who pays for repairs and energy upgrades) fix the economics for a decade or more. Getting advice before heads are agreed is usually cheaper than renegotiating afterwards.
Typical matters include acquisitions and disposals of freehold and long leasehold interests, sale and leaseback, portfolio and share sales of property-owning companies, development agreements and agreements for lease, lettings and lease renewals, property-backed lending, and estate management for landlords with multi-let buildings.
Our London team handles these transactions alongside our real estate investment and real estate finance practices, so that title, tax and lending points are worked through together rather than in sequence.
The legal and regulatory framework
Commercial property in England and Wales is governed by a mixture of land law, landlord and tenant statutes, tax legislation and building regulation. Scotland has a separate system of land law, registration and transaction tax, and Northern Ireland has its own land registry and some distinct landlord and tenant rules, so cross-UK portfolios need jurisdiction-specific advice.
Land registration
The Land Registration Act 2002 sets the rules for registered land, administered by HM Land Registry. A buyer only takes the legal title once the transfer is registered, so the period between completion and registration is protected by priority searches.
HM Land Registry's Practice Guide 25 confirms that leases granted for a term of more than seven years must be registered, and that the application is due within two months of the deed that triggers registration. New leases out of a registered title must also contain the prescribed clauses (LR1 to LR14) at the front of the lease.
Stamp Duty Land Tax and its devolved equivalents
Purchases of land in England and Northern Ireland attract Stamp Duty Land Tax (SDLT). Wales has Land Transaction Tax and Scotland has Land and Buildings Transaction Tax, each with its own rates and reliefs. Non-residential and mixed-use purchases use a separate, lower rate table from residential property.
| Transaction element | Band | Rate |
|---|---|---|
| Freehold price or lease premium | Up to £150,000 | 0% |
| Freehold price or lease premium | £150,001 to £250,000 | 2% |
| Freehold price or lease premium | Above £250,000 | 5% |
| New lease: net present value (NPV) of rent | £0 to £150,000 | 0% |
| New lease: NPV of rent | £150,001 to £5,000,000 | 1% |
| New lease: NPV of rent | Above £5,000,000 | 2% |
On a new lease, tax is calculated separately on any premium and on the NPV of the rent, then added together. The GOV.UK SDLT guidance sets out the current rates. Our article on Stamp Duty Land Tax covers reliefs, linked transactions and the return process.
Register of Overseas Entities
Part 1 of the Economic Crime (Transparency and Enforcement) Act 2022 created the Register of Overseas Entities at Companies House. An overseas company that wants to buy, sell, lease or charge UK land must register and disclose its registrable beneficial owners, then file an annual update statement.
Non-compliance blocks dealings at HM Land Registry and is a criminal offence. For overseas buyers, including Bangladeshi and Gulf investors, the Overseas Entity ID should be in hand well before exchange, not chased in the week of completion.
Leasehold statutes
Business leases are shaped by Part II of the Landlord and Tenant Act 1954 (security of tenure), the Landlord and Tenant (Covenants) Act 1995 (release of former tenants and authorised guarantee agreements), and the Landlord and Tenant Act 1988 (consent to assignment). Our landlord and tenant page explains these in detail.
Energy performance and building safety
The Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 prevent landlords letting, or continuing to let, most non-domestic property with an EPC rating of F or G unless an exemption is registered. The Building Safety Act 2022 adds a separate regime for higher-risk residential buildings, which matters for mixed-use towers.
What changed in 2025–26 and what is still coming
Commercial property solicitors London clients rely on now have to price in several reforms at once. Some are law but not yet in force; others are still proposals. Treat each one according to its actual status.
The ban on upwards-only rent reviews
The English Devolution and Community Empowerment Act 2026 received Royal Assent on 29 April 2026. Section 100 and Schedule 37 insert new schedules into the 1954 Act dealing with rent reviews in business tenancies, which will prevent upwards-only review clauses in new and renewal leases.
The ban is not yet operational: its start date depends on regulations. Existing leases are generally expected to be unaffected, but options and agreements for lease need careful review. See our analysis of the upward-only rent review ban.
Review of the 1954 Act
The Law Commission is reviewing Part II of the 1954 Act. Its second consultation, which closed on 16 September 2026, provisionally proposed a simpler single-step contracting-out procedure, a longer exclusion for short fixed-term tenancies, and wider redevelopment grounds covering retrofit works. A final report and any legislation will follow later.
Minimum energy efficiency standards
In June 2026 the government announced that non-domestic buildings above 1,000 square metres should reach EPC B from 2031, with the interim EPC C milestone dropped and smaller buildings staying at E. That change needs secondary legislation before it binds anyone, but lenders and investors are already pricing it. Read more in our note on MEES and EPCs.
The most expensive clauses in a commercial lease are rarely the ones argued over at heads of terms. They are the repair, service charge and energy-upgrade provisions that nobody modelled.
Key decisions: structure, tenure and lease shape
Before the paperwork starts, owners and occupiers face a handful of structural choices. Each has tax, financing and exit consequences, and they interact, so they are best decided together.
| Structure | When it suits | Main legal points | Typical trade-off |
|---|---|---|---|
| Freehold asset purchase | Owner-occupiers and long-term investors | Title, searches, VAT option to tax, SDLT on price | Full control, full liability for the building |
| Long leasehold purchase | Multi-let buildings and estates | Head lease terms, ground rent, service charge, forfeiture risk | Lower entry cost, landlord controls remain |
| Share purchase of a property SPV | Larger investment deals | Corporate due diligence, warranties, tax indemnity, historic liabilities | Different tax profile, inherits company history |
| Occupational lease | Businesses needing flexibility | 1954 Act protection or contracting out, breaks, dilapidations | No capital outlay, exposure to rent review and exit costs |
| Sale and leaseback | Owner-occupiers releasing capital | Lease covenant strength, rent basis, repurchase options | Liquidity now, long-term rent commitment |
Share deals are run with our corporate team, because the buyer takes on the company's whole history, not just the building. Tax structuring, including VAT and SDLT on portfolio deals, is coordinated with our tax solicitors.
Lease length, breaks and rent review
For occupiers, the core trade-off is flexibility against rent. A shorter term or a tenant-only break lowers long-term risk but may cost a higher headline rent or a reduced incentive. Break clauses should be unconditional or carry only conditions the tenant can actually satisfy, such as paying the main rent.
For landlords, the planned upwards-only ban changes how future income is modelled. Fixed stepped increases and index-linked reviews are the obvious alternatives, but each needs drafting that will survive the new rules once in force.
How a commercial property purchase runs
Every deal is different, but a typical acquisition of a London investment or owner-occupied building follows this sequence. Commercial property solicitors London buyers instruct should be in place before heads of terms are signed.
- Heads of terms. Agree price, structure, exclusivity, timetable and key conditions in writing, marked subject to contract, and identify the buyer entity and any lender early.
- Onboarding and funding checks. Complete identity, source of funds and, where relevant, Register of Overseas Entities checks. Delays here are a common cause of missed exchange dates.
- Title and search review. Examine the registers, title plans, leases and charges; order local authority, environmental, drainage, highways and other searches appropriate to the site.
- Pre-contract enquiries. Raise enquiries on the Commercial Property Standard Enquiries forms, covering disputes, planning, building control, environmental matters, VAT and occupational leases.
- Report and negotiate. Deliver a report on title highlighting risks, then negotiate the sale contract, price adjustments, retentions, indemnities or title insurance.
- Exchange. Sign and exchange contracts, pay the deposit and put buildings insurance in place if risk passes on exchange.
- Completion. Transfer the balance of funds, complete the transfer and any new lease or charge, and serve notices on tenants.
- Post-completion. File the SDLT return and pay tax by the statutory deadline, register the transfer and charge at HM Land Registry, and update rent and service charge arrangements.
Our guide to buying commercial property covers each step in more detail, including conditional contracts and development deals.
Documents and evidence to assemble
Commercial property solicitors London sellers instruct will usually start with the data room. A well-prepared data room is the fastest way to shorten a transaction. Sellers who assemble it early tend to face fewer price chips; buyers who know what to ask for avoid surprises after exchange.
- Title: official copies of the registers and title plans, the deeds referred to on the register, and any unregistered title deeds.
- Leases: every occupational lease, licence, rent review memorandum, deed of variation, licence to assign or alter, and authorised guarantee agreement.
- Tenancy schedule: rents, review dates, breaks, expiry dates, 1954 Act status and arrears, reconciled to the documents.
- Planning and building control: planning permissions, certificates of lawfulness, completion certificates and any enforcement correspondence.
- Safety and environment: asbestos register and management plan, fire risk assessment, EPCs, environmental reports and, for taller residential elements, building safety information.
- Tax: evidence of any option to tax for VAT, capital allowances history and pooling, and SDLT returns for previous acquisitions.
- Service charge: budgets, year-end reconciliations, sinking funds and disputed items.
- Corporate: for share deals, the company's constitution, accounts, statutory books and any Overseas Entity ID.
Check the EPC for every let unit before you exchange, not only the headline building EPC. A sub-E unit cannot lawfully be re-let without improvement or a registered exemption, and the cost of upgrading may already exceed the rental income you have modelled.
Risks and common mistakes
Most problems in commercial property deals are foreseeable, and commercial property solicitors London clients brief early can usually design around them. These are the issues we see most often in London transactions.
Missing or mishandled VAT option to tax
Many commercial buildings are opted to tax, which means VAT is charged on the price and on rent. If the seller has opted, the buyer usually needs to opt too, and notify HMRC within the required time, to treat the sale as a transfer of a going concern and avoid paying VAT on the price.
A mistake can turn a VAT-neutral deal into one with a large irrecoverable cost, and SDLT is calculated on the VAT-inclusive price where VAT is chargeable. Ask for HMRC's acknowledgment of the seller's option and plan the buyer's own notification before exchange.
Defective contracting out of the 1954 Act
A lease intended to sit outside security of tenure is only excluded if the statutory procedure is completed before the tenant is bound, including the warning notice and the tenant's declaration. If the steps are done late or in the wrong order, the tenant may have a statutory right to renew.
For investors, that changes vacant possession assumptions and redevelopment plans. Always check the warning notice and declaration on the file, not just the lease wording, during due diligence.
Unregistered leases and lost priority
A lease of more than seven years that is never registered does not take effect at law as a legal estate, and the tenant's position can be exposed if the landlord sells or charges the building. Equally, a buyer can miss an interest that should have been noted on the register.
Make sure registrable leases are submitted to HM Land Registry within the priority period, and that shorter leases are reflected in the tenancy schedule so they are not overlooked.
Overlooking restrictive covenants, overage and rights
Old covenants restricting use or building, overage agreements that share development uplift with a previous owner, and third-party rights of way or light can stop a planned scheme. They often sit in historic deeds referred to on the register.
Some can be released by agreement, insured against or, in the case of restrictive covenants, discharged or modified by the Upper Tribunal (Lands Chamber) under section 84 of the Law of Property Act 1925. Each route has a cost and a timescale that belongs in the business plan.
Treating service charges as a pass-through
Service charge provisions decide who pays for major works, plant replacement, energy upgrades and management fees. Tenants who accept wide "sweeper" clauses can find themselves funding improvements rather than repairs; landlords with narrow provisions may not recover the cost of complying with new regulation.
Review the clause against the building's actual maintenance plan, ask for reconciliations and caps where appropriate, and look at the RICS professional standards on service charges, which are widely referenced in negotiations.
Cross-border investors and occupiers
London property attracts capital from Bangladesh, the Gulf, Singapore, China and the EU. Foreign ownership is permitted, but it brings extra layers: Register of Overseas Entities filings, anti-money laundering checks on the source of funds, and UK tax on rental profits and gains for non-residents.
Investors from Bangladesh also need to consider home-country rules on remitting capital abroad and on reporting overseas assets, which require local advice. Our Dhaka office can coordinate that work while the London team handles the English transaction, and our Bangladesh property from the UK page covers the reverse direction.
Holding structures in Jersey, Guernsey, Singapore or the UAE remain common, but their tax benefits have narrowed and transparency obligations have grown. A structure should be chosen for governance, financing and exit reasons, with tax advice from specialists in each jurisdiction where needed.
Where a transaction document chooses a foreign governing law or arbitration, land itself remains subject to English law and registration. We advise on how dispute clauses in development and joint venture agreements will interact with English property rights.
How TRW & Co helps as commercial property solicitors London clients can call on
We act for investors, occupiers, developers and lenders on London and wider England and Wales property. Where advocacy in the higher courts is required on a contested matter, we instruct specialist counsel and work through our property litigation team.
Acquisitions and disposals
We run freehold and leasehold purchases and sales from heads of terms to registration, including title reports, contract negotiation and completion mechanics. Portfolio deals are coordinated with corporate and tax colleagues.
Leasing
We draft and negotiate leases, agreements for lease and licences for landlords and tenants, with attention to rent review, breaks, repair, service charge and energy-performance clauses.
Development and construction interface
We prepare development agreements, overage arrangements and forward-funding documents, working with our construction and planning teams.
Real estate finance
We act for borrowers and lenders on investment and development facilities, security packages and lender due diligence reports.
Overseas investors
We guide foreign buyers through overseas entity registration, onboarding, structuring and UK tax touchpoints, with input from our offices in Dhaka, Singapore and Dubai.
Estate management
We support landlords on assignments, sublettings, alterations, rent reviews, lease renewals and MEES compliance across multi-let buildings.
See all our practice areas, or contact the London office at Holborn Gate, 330 High Holborn, London WC1V 7QH (info@trw.co, +880 1779 127165). We do not quote fixed outcomes; we set out options, risks and likely timescales at the start.
Checklist for decision-makers
- Instruct commercial property solicitors London deals need before heads of terms, not after.
- Confirm the buying entity, its funding and any Overseas Entity ID requirement at the outset.
- Decide between asset and share purchase with tax and financing advice in hand.
- Model SDLT (or LTT or LBTT outside England) and VAT on the actual structure.
- Check every unit's EPC rating against the current E minimum and the proposed 2031 B standard for larger buildings.
- Verify 1954 Act contracting-out paperwork on every lease you rely on for vacant possession.
- Review rent review clauses in light of the upwards-only ban once regulations commence it.
- Read covenants, overage and third-party rights against your intended use and development plans.
- Diarise lease breaks, review dates and expiries, and keep a reconciled tenancy schedule.
- Register transfers, charges and registrable leases promptly after completion.
Commercial property solicitors London owners keep on hand can turn this list into a deal-specific plan with clear responsibilities and dates.
Frequently asked questions
01Do I need a solicitor before agreeing heads of terms?
It is strongly advisable. Heads of terms are normally subject to contract and not legally binding, but they set the commercial framework that the documents will follow, and it is difficult to reopen points once agreed. A solicitor can flag tax, title, 1954 Act and energy-performance issues before you commit to a price or lease shape. Early involvement also lets us start onboarding and identity checks, which avoids delays at exchange. For overseas buyers it gives time to deal with the Register of Overseas Entities and source-of-funds evidence.
02How much SDLT will I pay on a commercial building in London?
For a non-residential or mixed-use freehold purchase in England, GOV.UK rates are 0% on the first £150,000, 2% on the portion from £150,001 to £250,000, and 5% above £250,000. A new lease is taxed on any premium plus the net present value of the rent, with 1% on NPV between £150,001 and £5,000,000 and 2% above that. VAT, reliefs and linked transactions can change the figure, so the calculation should be run on the final structure before exchange.
03Can an overseas company buy commercial property in England?
Yes. There is no general prohibition on foreign ownership, but an overseas entity must register with Companies House on the Register of Overseas Entities, disclose its registrable beneficial owners or managing officers, and obtain an Overseas Entity ID before HM Land Registry will register its purchase, lease or charge. It must then file an update statement every year. Buyers should also expect enhanced anti-money laundering checks and should take UK tax advice on rental income and gains.
04What does the upwards-only rent review ban mean for my lease?
The English Devolution and Community Empowerment Act 2026 amends the Landlord and Tenant Act 1954 to prevent upwards-only rent reviews in new and renewal business tenancies. It received Royal Assent on 29 April 2026, but the ban starts only when regulations set a date. Existing leases are generally expected to stay as they are, though options and agreements for lease need checking. Landlords are already considering fixed increases and index-linked reviews as alternatives.
05Should I buy the building or the company that owns it?
A share purchase can offer a different tax profile and may avoid some transaction costs, but the buyer inherits the company's entire history, including tax, contractual and environmental liabilities. That means corporate due diligence, warranties and a tax indemnity. An asset purchase is simpler to diligence and gives a clean title to the building alone. The right answer depends on price, financing, the seller's position and your exit plan, so we normally model both with tax advisers.
06What energy-performance rules apply to commercial lettings?
Under the Energy Efficiency (Private Rented Property) Regulations 2015, landlords generally cannot let or continue to let non-domestic property rated F or G unless it is improved to at least E or a valid exemption is registered. In June 2026 the government announced a target of EPC B from 2031 for buildings over 1,000 square metres, with smaller buildings staying at E. That target needs secondary legislation, but buyers and lenders already factor it into pricing.
07How long does a commercial property purchase take?
There is no fixed timescale. A straightforward purchase of a single building with clean title can move quickly if the data room is ready and funding is in place, while multi-let investments, share deals and development sites take longer because of lease reviews, corporate diligence and conditions. The most common delays are slow onboarding, missing planning or building control evidence, lender requirements and overseas entity registration. We agree a realistic timetable at the start.
Sources and official materials
- Land Registration Act 2002 — Registration of title and leases in England and Wales
- Practice guide 25: leases – when to register — HM Land Registry rules on registrable leases and prescribed clauses
- Stamp Duty Land Tax: non-residential and mixed rates — Current SDLT rates for commercial purchases and leases
- Register an overseas entity — Companies House guidance on the Register of Overseas Entities
- English Devolution and Community Empowerment Act 2026 — Includes the business tenancy rent review reforms
- Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 — Minimum energy efficiency standards for lettings
- Landlord and Tenant Act 1954 — Security of tenure for business tenants
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.