August 6, 2026
- solicitors@campbellslegal.com.au
- (07) 3849 3066
Commercial property carries risks residential doesn't. Commercial matters involve more due diligence, bespoke contract drafting, GST and stamp duty analysis, lease review where tenants are in occupation, and often higher-value security documents.
The two places it goes wrong are the same every time: signing before the due diligence is done, and getting the GST treatment wrong. Commercial purchases may attract GST unless the transaction qualifies as the sale of a going concern, and getting the GST structuring right can save tens of thousands of dollars.
We act for both landlords and tenants, and for buyers and sellers. Talk to us before you sign — that's when we can still change the outcome.
lessor must give a Form 7 and draft lease — s 21B
after receiving the current disclosure statement — s 21E
where the statutory conditions are met
Worth knowing
You can withdraw a lease renewal — for 14 days
If you exercise an option to renew a retail shop lease, the lessor must give you a current disclosure statement within 7 days. You then have 14 days from receiving it to withdraw your renewal notice in writing — even if the renewed term has already started. If the outgoings, rent review or trading hours have shifted since last time, that's your window, and it closes fast.
Retail Shop Leases Act 1994 (Qld) s 21E →Offices, warehouses, retail premises, industrial sheds, development sites and tenanted investments. The process usually includes contract review, due diligence, lease analysis, duty, finance coordination, settlement and registration.
The seller disclosure regime introduced by the Property Law Act 2023 (Qld) applies here too. The scheme applies to sales of freehold lots — houses, units, townhouses, vacant land and commercial premises — so a Form 2 and prescribed certificates must be given before the buyer signs. There is an exemption for sales above $10 million including GST where the buyer consents to waive the requirement.
GST. The ATO's position is that where commercial property is sold, leased or rented, GST obligations need to be considered, and a sale of a going concern can be GST-free if the statutory conditions are met. Vacant land and development sites typically do not qualify for the going concern exemption, and GST at 10% will ordinarily apply — budget for it rather than discovering it at settlement.
"Subject to lease" or "vacant possession" are not interchangeable. Getting that wrong changes what you're buying.
Queensland retail leases are regulated under the Retail Shop Leases Act 1994, both landlords and tenants have disclosure obligations before the lease is signed, and the Act overrides contractual terms that try to contract out of those obligations. You can't sign those protections away.
Retail Shop Leases Act 1994 (Qld)
Is my lease a retail shop lease?
| Usually covered | Usually not |
|---|---|
| Premises in a retail shopping centre | Standalone offices |
| Premises used wholly or predominantly for a retail business | Warehouses and industrial premises |
| Cafés, salons, convenience stores, specialty retail and service providers | Premises over the floor-area threshold |
Not sure which side you're on? Exclusions apply and the boundaries aren't always obvious. Send us the lease and we'll confirm where you stand — usually the same day.
The 7-day rule. Under section 21B, the lessor must give the prospective lessee a disclosure statement (Form 7) and a draft lease at least 7 days before the lessee enters into the lease.
What must be disclosed. Rent and rent review method, outgoings and how they're apportioned, trading hours, permitted use, exclusivity, fit-out and refurbishment obligations, and rights to services, access, parking, signage and storage.
Protections you may not know you have. Payment of key money and amounts for goodwill is prohibited. Ratchet rent provisions are void. The lessor must give the lessee an audited annual statement of outgoings. The Act also provides for compensation where a lessor relocates or demolishes, and prohibits unconscionable conduct.
Cross-check everything. Compare the disclosure statement against the draft lease and any marketing material, looking for inconsistencies around outgoings, marketing fund contributions, relocation rights, trading hours and incentives. We do this as a matter of course.
Office, warehouse and industrial leases sit outside the Retail Shop Leases Act, which means fewer statutory protections and more depending on what the document actually says.
A five or ten-year lease with options is often a larger financial commitment than a house purchase, and it's usually signed with far less scrutiny. We review or draft the lease, negotiate the terms that matter — rent reviews, outgoings, make-good, assignment and options — and tell you plainly where the risk sits.
We act for landlords preparing leases and for tenants reviewing them.
Options to renew have strict timing. Exercise late and the option can be lost. On a retail lease, the renewal disclosure and 14-day withdrawal right in the callout above apply.
Assignments. On assignment of a retail shop lease, a disclosure statement and a copy of the current lease must be provided 7 days before the assignment takes place, unless the assignee waives the requirement. The prospective assignee must also give disclosure statements to both the assignor and the lessor under sections 22B and 22C. This is the step that most often derails a business sale — start it early.
Surrenders and make-good. Make-good obligations at the end of a lease are frequently underestimated. Worth understanding before you sign, not in the final month.
Subdivisions, community titles schemes, off-the-plan sales and development approvals.
Structuring matters early: how the land is held, GST treatment, staging, and whether the development approval conditions are ones you can actually meet. We work alongside your accountant, town planner and surveyor.
Commercial property due diligence is a structured investigation of the legal, financial and physical condition of a property before exchange — and the right time to engage a lawyer is before you sign, not after.
What we check: title, encumbrances and easements · zoning and permitted use · council and development approvals · existing leases, rent rolls and arrears · outgoings history · environmental and contaminated land searches · body corporate position · GST registration status of both parties · PPSR registrations · survey and encroachments.
The most common mistakes are failing to account for GST and duty, overlooking zoning and council land use approvals, misreading "subject to lease" versus "vacant possession", and inadequate due diligence such as missing environmental reports.
Commercial matters vary too much for a single fixed fee — a lease review and a tenanted-investment purchase are different pieces of work. We quote to scope, and you'll have a written costs agreement setting out how fees are calculated before we start.
Some things we can fix-fee: reviewing a lease before you sign, preparing a Form 7 lessor disclosure statement, and straightforward assignments. Call us and describe the transaction — we'll tell you what it will cost.
Settlement is when the property legally changes hands — funds transfer, the dealing registers, and any tenancies formally pass to the new owner. Queensland settlements happen electronically through PEXA, so there's no physical exchange and no waiting on a courier.
In the days before, we do the final searches, confirm the adjustments for rates, land tax and outgoings, and settle the GST and duty position with your accountant. You don't need to attend. We'll confirm the moment it's done and take care of the registrations afterwards.
Broadly, if the premises are in a retail shopping centre, or used wholly or predominantly to carry on a retail business, the Act applies. There are exclusions. Send us the lease and we'll tell you.
Yes. Section 21B requires a disclosure statement and draft lease at least 7 days before you enter a retail shop lease. The Act overrides terms that try to contract out of it.
On a retail shop lease, sometimes. You have 14 days from receiving the current disclosure statement to withdraw the renewal notice in writing. Call us quickly if the numbers have changed.
Often, unless the sale qualifies as a going concern, which can be GST-free where the statutory conditions are met. It depends on the structure and both parties' GST registration — worth settling before contracts, not after.
An agent can negotiate commercial terms. Only a solicitor can advise you on what the document legally obliges you to do.
Yes, both — though not on opposite sides of the same transaction.
Conveyancing often sits alongside something else — a business purchase, an estate, a family arrangement. These are the areas our property clients most often need next.
Buying and selling businesses, companies and trusts
Buying or selling a home in Queensland.
Wills, powers of attorney, probate and estates
Give us a call or send us a message, and we'll let you know how we can help. There's no charge for an initial conversation about your matter.
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