The team at Baldock Stacy & Niven have many years of experience in, and are able to navigate their clients through, all types of commercial property transactions. We understand the issues that can occur in buying or selling commercial property and we work closely with you and with your objectives in mind to determine the right outcome.
We will carefully prepare all of the necessary real estate documents and review every detail of the transaction to make certain that your interests are safeguarded. Our conveyancing service is supported by full law firm expertise – expertise that can identify and resolve issues before they become problems.

In plain, easy-to-understand language, we explain fully all contracts and agreements and any special conditions and how these conditions will affect you.

We strive to add value to your transaction and we pride ourselves on our attention to detail, our efficiency and cost effectiveness and our ability to help you.

Baldock Stacy & Niven can assist you every step of the way

For commercial properties there is no requirement that a contract be prepared prior to advertising the property. After there is an agreement to purchase the property the seller’s solicitors will prepare a contract. If you are buying it is important you seek advice from your solicitor before signing any contract – your solicitor will be the best help in determining how the clauses in the contract affect you.

Normally contracts are made binding by the seller signing the original and the buyer signing an exact copy. Both copies are dated and exchanged when a deposit (normally 10%) is paid. Each party then holds a contract signed by the other party.

Many of the clauses in in a contract are there to protect the rights of both the seller and the buyer by keeping a reasonable balance between the interests of both.

Vendor disclosure

Vendor disclosure regulations require the seller of any land to disclose certain matters in the contract and to make certain warranties or promises such as proposals by government or other that may affect the property.
The regulations require the seller to attach the following documents to the contract:

  • zoning certificate under s149(2) of the Environmental Planning and Assessment Act, 1979;
  • drainage diagram showing where the main sewer lines are in relation to the land
  • a copy of the Title Deed where the land is under the Real Property Act
  • an official plan of the land
  • a copy of all documents creating easements over the land (right of way etc.) and covenants
  • if it is a sale of a Strata Title unit, a copy of the Strata plan showing all the lots, a copy of the Title Deed for the strata lot being sold, and a copy of the Title Deed for the common property.
A buyer should obtain pest certificates and building inspections before exchanging contracts. BS&N can arrange these for you.
When selling commercial property there are a number of taxation issues to be considered:

  • Capital gains tax – we, or your accountant, can help
  • Land Tax – if there is any liability for land tax the amount to be adjusted needs to be set out in the contract.
  • Goods and Services Tax (GST) – In certain circumstances the sale of a commercial property may attract GST and this may not be recoverable from the buyer. Contact your accountant to determine if GST is payable.
Stamp duty is the buyer’s responsibility and is payable on the price being paid for the property including any fixtures listed in the contract. Stamp duty must be paid within three months of signing the contract or mortgage.
As a guide to the amount of stamp duty payable the Office of State Revenue on 30/10/17 advised the following:

Purchase Price Stamp Duty Payable
$250.000 $7,240
$500,000 $17,990
$750,000 $29,240
$1,000,000 $40,490
$1,500,000 $67,990
$2,000,000 $95,490
Generally a property is bought in the state and condition it is in at the date of the contract. Between the date of contract and settlement the seller must use all reasonable care to keep the property in a state of preservation (excluding fair wear and tear) as when the contract was made. The risk of damage to buildings and other fixtures remain with the seller until settlement. If the property or buildings are substantially damaged prior to settlement the buyer may rescind the contract and be fully reimbursed for any money paid.
Generally fixtures are included in the sale without mention in the contract. A fixture, in law is something that is attached to the land or building that cannot be be either easily lifted up and taken away without causing damage. If any doubt exists as to whether an item or fixture is included in a sale details should be added to the contract.

Council Rates

The usual provision in the contract is that yearly council rates should be adjusted by the seller and buyer at the date of settlement or possession.
We will calculate the proportion of rates payable by the seller up to settlement and the amount payable by the seller from settlement until the end of the rating period (typically 30th June). Outstanding rates become the responsibility of the buyer after settlement so it is important they are paid at settlement.

Water Service Charges

As with Council rates, the usual provision in the contract is that water service charges should be adjusted as at the date of settlement or possession. Water Authority charges start from 1 July each year and bills are issued quarterly. Outside the Sydney Water and Hunter Water areas, Local Councils are responsible for water rates.
We obtain a “Section 41 Certificate” that shows the service charges, the environmental levy and the water usage charges for the current quarter and if the account has been paid.
Usually water usage is adjusted on settlement on the basis of the average water used over the previous period.

BS&N Conveyancing can prepare and/or review all the documentation relating to your transaction. We do that with your interests in mind and meticulously review all details so that they are prepared properly and inline with requirements.
We explain all documentation and conditions in easy to understand terms so you know fully and exactly how you are affected – this in turn allows you to make informed decisions.

BS&N Conveyancing take the worry out of buying & selling property.

BS&N Conveyancing make a number of other appropriate enquiries on your behalf to ensure that any proposals that may affect the property are identified. We also check with councils and authorities to ensure there are no outstanding fees or rates payable. Our local knowledge is extremely useful in deciding what authorities & enquiries to contact & make.

Typically we enquire about:

  • Roads and Traffic Authority – for any plan to resume land
  • Land Tax: If any Land Tax is owing, we ensure it is paid before settlement or at least arrangements made to pay it after settlement.
  • Drainage Diagram: shows where the sewer and the building connections are laid and important for any future development.

Where appropriate we will also make other enquiries about matters affecting the property from:
Department of School Education Local Electricity Authority
National Parks and Wildlife
Department of Fair Trading
Energy Authority of NSW
Pipeline Authority
Department of Housing
Forestry Commission
Rural Lands Protection Board
Department of Mineral Resources
Heritage Council of NSW
Soil Conservation Service
Department of Transport (Aviation)
Lands Department
State Rail Authority
Department of Water Resources
Maritime Services Board
State Pollution Control Commission
Environment Protection Authority
Mine Subsidence Board

We can and do also submit other questions on the buyer’s behalf to the seller’s solicitor such as disputes with neighbours about fences, trees or any other disputes. The answers often reveal something that is of value to you to know and would not have discovered by inspection of the property or contract.

Our local Orange and Central West knowledge and our careful, detailed preparation ensures you as a buyer are fully informed about your property.

Contracts usually provide for an agreed settlement date which is often six weeks from the sale date. Sometimes settlement can be an agreed date that allows time for financial arrangements, inspections, searches and surveys etc to be completed.
Failure of either party to settle on the stipulated date or within a stipulated time can lead to a claim for damages for the loss suffered by the non-defaulting party.

When a date for settlement is known, the balance payable by the buyer on settlement should be calculated. The usual practice is to make the calculations and submit them to the seller’s solicitor for approval. Settlement normally takes place where the seller’s title deeds are located.
On settlement the balance of the purchase money (plus or minus adjustments for rates etc) is paid in exchange for the Title Deeds and transfer documents. The money is paid in such a way as to enable the seller’s mortgage debts to be repaid on settlement so that mortgage discharges can be handed over.
Usually the money is paid by bank cheque – that is, a cheque drawn on the bank’s own funds, as distinct from a private account. We can attend to settlement on both buyers and sellers behalf – you do not need to be there.

We will contact you to advise settlement has taken place.

If not already provided to you, we will write to you setting out full details of the money paid over on settlement, and how it was calculated,
We also prepare a Notice of Sale that is lodged to enable the Transfer to be registered.
The Office of Land and Property Information uses that form to notify the Local Council, the Water Authority, the Valuer General and Rural Lands Protection Boards of the fact of the transfer and details of your address for service of notices.
We also attend to registration of the transfer of title and any other relevant documents.

You may also be interested in: Buying or Selling a Business.