Buying or Selling a Business
Buying or selling a business that operates from leased commercial premises - a takeaway, restaurant, cafe, convenience store, or franchise - typically involves both a business sale and a lease assignation. We handle both, in a single instruction.
One solicitor for both elements of the deal
We act for both outgoing tenants looking to sell and incoming tenants looking to buy. We understand the commercial reality of these transactions - tight timescales, landlord consent requirements, and the need to get the deal done without unnecessary delay or cost.
Selling your business
- Preparing the business sale agreement (goodwill, stock, equipment, other assets)
- Applying for landlord consent to assign the lease
- Drafting the deed of assignation
- Advising on any residual liability remaining after assignation
- Managing completion and handover
Buying a business
- Reviewing the existing lease and explaining what you're taking on
- Due diligence on the business
- Negotiating the business sale agreement on your behalf
- Advising on inherited lease obligations - repair, insurance, rent review, restrictions on use
- Handling the assignation and LBTT return with Revenue Scotland
- Managing completion
Stepping into the outgoing tenant's shoes
An assignation is the legal process of transferring an existing commercial lease from the outgoing tenant to the incoming tenant. Unlike a new lease, the incoming tenant steps into the existing terms. Landlord consent is almost always required, and the lease will set out the conditions. In Scotland, an assignation involves preparing the deed of assignation, obtaining the landlord's written consent, attending to any LBTT return, and ensuring the incoming tenant understands the obligations - rent, repair, insurance, and any personal guarantee the landlord may require.
What we commonly act on
Lease and franchise - in step
If you are taking on a franchise, the lease considerations sit alongside the franchise agreement. We review the lease for compatibility with the franchise - restrictions on use, fit-out obligations, franchisor consent provisions - and advise on the business sale agreement and assignation, coordinating with the franchisor's solicitors where required.
Key issues for incoming tenants
Lease terms don't change on assignation
You take on the existing terms - repair obligations, rent review dates, break options, and restrictions on use all carry over.
Personal guarantee or rent deposit
Increasingly common, particularly with newer or less-established tenants.
Dilapidations liability may transfer
The condition of the premises at the end of the lease is your problem - understand the repair obligations before you commit.
Ready to get started?
Tell us a little about your matter and we'll provide a clear next step. No obligation.