Commercial conveyancing in Queensland.
Commercial property transactions carry no cooling-off period. The contract is where the decisions are made.
A commercial property contract is a different instrument from a residential one. It assumes the parties are at arm’s length, that due diligence has been done, and that the buyer has made a deliberate investment decision. There is no statutory cooling-off period. Once contracts are exchanged, the obligation to complete is firm.
That changes the weight of the contract review. The questions that matter, what is the GST treatment, how is the lease structured, what condition is the property expected to be in at settlement, what happens if a tenant vacates before the transaction completes, need answers before signing, not after.
Queensland commercial conveyancing also involves the seller-disclosure regime introduced by the Property Law Act 2023 (Qld), which commenced 1 August 2025. Most commercial sales require prescribed disclosure before the contract is signed. The form and content differ from residential disclosure.
Fraser Lawyers acts for buyers and sellers of commercial premises, retail tenancies, industrial sites and going-concern transactions across Queensland.
How a commercial conveyance runs.
Framework.
The legislation that governs commercial conveyancing in Queensland:
- Property Law Act 2023 (Qld). Governs the formation and content of property contracts. The seller-disclosure regime, operative from 1 August 2025, applies to most commercial sales with limited exclusions.
- Land Title Act 1994 (Qld). The Queensland Torrens title system. Governs registration, dealings, easements, mortgages and leases.
- Duties Act 2001 (Qld). Imposes transfer duty on commercial purchases. The home concession does not apply; commercial rates apply.
- A New Tax System (Goods and Services Tax) Act 1999 (Cth). Most commercial transactions involve GST. The going-concern exemption, the margin scheme and standard treatment are each available in different circumstances; the contract must correctly document whichever applies.
- Retail Shop Leases Act 1994 (Qld). Where the sale involves a retail tenancy, the disclosure and protection regime under this Act applies alongside the general conveyancing framework.
- Legal Profession Act 2007 (Qld). Where costs disclosure is required, we give it before, or as soon as practicable after, we are retained; the requirement is tiered and does not apply to every matter.
Getting the GST treatment right before signing.
GST on commercial property is not a post-settlement consideration. It affects the contract price, the financing amount, and the stamp duty base. If the going-concern exemption is to apply, the buyer (the recipient) must be registered or required to be registered for GST, the seller must supply all things necessary to carry on the enterprise and continue it until the sale, and the parties must agree in writing that the supply is of a going concern (s 38-325). If those conditions are not met, the exemption does not apply and the buyer may face an unexpected liability.
The margin scheme operates differently again. It applies where the seller acquired the property in specific circumstances and the parties agree in the contract to use it. The buyer pays no GST on purchase, but also cannot claim an input tax credit.
Standard GST treatment, where the buyer pays 10% GST on top of the contract price and the seller remits it to the ATO, is straightforward, but it needs to be correctly identified in the contract and reflected in the stamp duty assessment. Fraser Lawyers identifies the correct position before the contract is signed.
What due diligence means in practice.
Due diligence on a commercial purchase is not a formality. It is the period in which the buyer confirms that the property is what it appears to be: correctly zoned, free of contamination, subject to leases that are as described, and without registered interests that would impair use or value.
A due diligence clause in the contract gives the buyer a defined period and a defined right to terminate if the inquiries are not satisfactory. The scope of that clause matters. A broadly drafted due diligence condition protects the buyer; a narrowly drafted one may leave gaps that create problems later.
Fraser Lawyers advises on what searches and inquiries are warranted for a given property, assists with the review of leases and encumbrances identified in searches, and documents the outcome of due diligence in the contract record.
Deadlines and risks.
In Queensland, time is of the essence in property contracts unless the contract provides otherwise. That phrase has real consequences on a commercial file.
A buyer who misses the finance condition deadline does not merely inconvenience the seller. Depending on the contract, the buyer may have lost the right to terminate, or may have triggered a breach. A seller who cannot produce vacant possession or a discharge of mortgage by the settlement date faces equivalent exposure.
The critical dates on a commercial contract, finance approval, due diligence, settlement, should be mapped at the outset. Extensions are possible but require consent; they are not automatic. The better approach is to build adequate time into the contract before it is signed, not to seek indulgence after a deadline has passed.
How Fraser Lawyers acts in these matters.
Fraser Lawyers does not make promises about transaction outcomes. No lawyer should. What the firm does is more concrete.
On every commercial file, the Principal reviews the contract before it is signed, identifies the GST position, checks the title and any registered leases, advises on the seller-disclosure obligations, and prepares or reviews the disclosure form. Between exchange and settlement, the firm runs the requisitions, coordinates with financiers, and prepares the settlement statement. At settlement, funds are transferred through PEXA and the transfer is lodged for registration.
Where a problem arises, an adverse search result, a title defect, a tenant issue, a condition that cannot be satisfied, the firm advises on the options and, where necessary, negotiates a resolution before it becomes a dispute.
The likely path.
Step 1: Contract review before signing.
The contract is reviewed before exchange. GST treatment, lease obligations, settlement conditions, time-is-of-the-essence implications and the seller-disclosure requirements are identified. Special conditions are drafted or amended to reflect the actual transaction.
Step 2: Seller disclosure.
On a sale, the prescribed disclosure form under the Property Law Act 2023 (Qld) is prepared and provided to the buyer before signing. On a purchase, the disclosure received from the seller is reviewed and any gap or concern is raised before the contract is executed.
Step 3: Searches and requisitions.
Title, rates, land tax, contamination and relevant council searches are obtained. Requisitions are raised on the vendor's solicitor. Any adverse result is assessed and, where necessary, conditions are sought or a defect is negotiated.
Step 4: Settlement preparation.
The settlement statement is prepared, adjustments calculated, and the PEXA workspace established. The buyer's financier and the vendor's mortgagee (if any) are coordinated. Transfer duty is assessed and, where applicable, lodged for self-assessment.
Step 5: Settlement and registration.
Settlement completes electronically through PEXA. The transfer is lodged with the Titles Registry. Any lease assignment is documented and registered as required. The file is closed with a final costs account.
Questions we hear often.
Plain-English answers to the questions clients tend to ask. If your question is not here, call us.
Get in touchHow is GST treated in a commercial property sale?
Commercial property sales are generally subject to GST, paid by the buyer in addition to the purchase price. Three treatments are available: standard (buyer pays 10% GST and may claim an input tax credit), going-concern (GST-free where the property is sold as a functioning enterprise with tenants in place and both parties are GST-registered), and margin scheme (a reduced GST base where the seller acquired the property under specific circumstances). Each treatment requires the contract to document it correctly. Fraser Lawyers identifies and records the right approach before the contract is executed.
What is a going-concern sale?
A going-concern sale is one where the property is sold with an existing lease in place and all things necessary to carry on the enterprise. Where the conditions are met, including that the buyer is registered or required to be registered for GST and the parties agree in writing, the sale is GST-free under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). The exemption is conditional: if any element is absent, it does not apply and a GST liability arises. The contract must be drafted to reflect the position. Fraser Lawyers assesses whether the conditions are satisfied before the contract is signed.
Does the seller-disclosure regime apply to commercial property?
Yes, with limited exclusions. From 1 August 2025, the Property Law Act 2023 (Qld) requires sellers of most property, including commercial, to provide prescribed disclosure before the contract is signed. The required form and content differ from residential disclosure. Fraser Lawyers prepares and reviews commercial disclosures as part of every file.
What is a lease assignment, and how does it work on a sale?
A lease assignment transfers the benefit and burden of an existing lease from one tenant to another, typically when a business is sold. The landlord’s consent is usually required under the lease. Under the Property Law Act 2023 (Qld), a lessor cannot unreasonably withhold consent and must respond in writing within a defined period; failure to respond may constitute deemed consent. Fraser Lawyers documents the consent process and prepares the assignment deed.
What if the property has an environmental or contamination issue?
Environmental and contamination issues can affect title, value and the ability to use a property for its intended purpose. The Environmental Protection Act 1994 (Qld) and the Queensland contaminated land registers create disclosure obligations and ongoing liability. Where there is any environmental concern, from historical land use to current register entries, Fraser Lawyers advises on what searches are warranted and what contractual protections should be sought before the contract is signed.
Talk to Fraser Lawyers about your commercial conveyance.
An initial call or email is the fastest way to understand the transaction and what is involved. Fraser Lawyers is based at 86 Bundall Road, Bundall QLD 4217, and acts for buyers and sellers across the Gold Coast and Queensland.
Visit us in Bundall.
Five minutes from Surfers Paradise, ten from Robina. On-site parking. Talk to us about your matter; we will tell you what we think and what the next step is. More about our Bundall office.
- Office86 Bundall Road, Bundall QLD 4217
- Phone(07) 5554 6116
- Email[email protected]
- HoursMonday to Friday, 8:30am to 5:00pm