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Commercial property sale – the benefit of instructing a solicitor early

We have been instructed in a few sales of commercial property recently for individuals and large organisations, both for Scottish and English based clients, where we have not been told about the sale in advance.  This can lead to delays, or more serious problems.  What needs to be done before a commercial property is marketed? 

Obtain the titles.  If they are held by a lender it can take some time to retrieve them.  If they have been lost it takes even longer to reconstitute the title from public records – and this is an extra cost.  

Check the title description.  This is usually straightforward if the title is already in the Land Register.  It can be harder if the title is in the old manual Sasine Register with a written description or a poor plan.  If the property is not in the Land Register we need to obtain a report on any discrepancies between the description/plan and the current Ordnance Survey map.  This will often pick up any discrepancies over what is occupied.  This is needed both for the registration of the sale in the Land Register, and also so there is a clear understanding of what can properly be transferred.  Sometimes corrective conveyancing is needed.  This should be done before marketing. 

Check titles for any rights of pre-emption (i.e. obligation to give someone right of first refusal on sale).   This has an effect on the marketing strategy.

Consider whether any other non time critical reports are needed, like environmental reports.

Clarify the position on statutory consents for any works or change of use.  Copies of missing documents may have to be created.   

Carry out titles search to check the position on standard securities – even in commercial transactions it is sometimes the case that owners pay off loans and do not incur the small expense of discharging any security.  While this can be done at the time of the sale itself some planning is needed.

Telling us about potential sales and asking us to do this work can make the process smoother, and reduce delays and cost later.  Fixing problems that the purchaser has spotted does not help in achieving the best price.
If you need any assistance with regards to a commercial property sale contact our Commercial Property team today on 0131 200 1200.