Commercial Property
Insight
Commercial property law in New Zealand covers leasing, buying, selling, developing and financing business premises. Unlike residential transactions, commercial deals often involve longer terms, higher values and more complex risk allocation between landlords, tenants, owners and lenders. A commercial property lawyer helps ensure that your agreements reflect the commercial deal you intended and that key risks are identified and managed.
Whether you are negotiating an agreement to lease, taking an assignment of an existing lease, buying an occupied investment property or developing new premises, the documentation you sign will govern your obligations for many years. Getting advice early can prevent disputes about rent reviews, maintenance, make-good, personal guarantees or redevelopment clauses.
People typically seek a commercial property lawyer when they are contemplating new premises, restructuring tenancies across multiple sites, refinancing their portfolio, developing land for commercial use or dealing with a dispute about rent, outgoings or repair responsibilities.
When People Use Commercial Property Lawyers
Important
Many key commercial points — like rent review formulas, landlord works, incentives and make-good — are often buried in standard-form documents. A lawyer can help you negotiate these before you commit.
Commercial property lawyers assist both landlords and tenants throughout the life of a lease or transaction. Common scenarios include reviewing draft agreements to lease, negotiating deed of lease terms, advising on personal guarantees, documenting incentives and fit-out contributions, and clarifying who is responsible for repairs and compliance.
On the sale and purchase side, commercial property lawyers review leases attached to the property, advise on vacant possession versus tenanted sales, draft special conditions, and manage due diligence around zoning, access, contamination, easements and infrastructure. They also work with your accountant or tax adviser where GST, going concern rules or zero-rating may apply.
Business owners often contact a commercial property lawyer when they are expanding to a second site, renegotiating rent after market changes, or needing clarity on their rights where the building requires strengthening or major repairs.
Commercial Property Process
Tip from commercial practitioners:
Get draft documents checked before you announce a move or sale publicly. It is often easier to negotiate changes before parties feel locked into a deal.
The commercial property process varies depending on whether you are leasing, buying or selling, but the core steps are similar. Before signing, you agree commercial terms in principle and have them documented in an agreement to lease or sale and purchase agreement. Your lawyer then checks the draft, suggests amendments and confirms whether any conditions are required.
During due diligence, your lawyer reviews title documents, LIM reports, existing leases, building reports and council information. For leases, they focus on the deed of lease, rent review clauses, renewal rights, maintenance obligations and guarantees. For sales and purchases, they consider tenancies, zoning, consents and potential liabilities that carry over with the property.
Once conditions are satisfied, your lawyer helps with signing, registering securities, coordinating with lenders and settling the transaction. They also assist with documenting any side agreements or variations that impact the legal position.
Step 1
Agree Commercial Heads of Terms
You and the other party agree headline terms such as rent, term, renewals, incentives, price or settlement date and record them in principle.
Step 2
Draft Agreement to Lease or Sale Agreement
Your lawyer reviews or drafts the agreement, suggests conditions and clarifies how standard clauses apply to your situation.
Step 3
Due Diligence
Title, LIM, existing leases, building reports, zoning and consents are checked. Your lawyer flags legal risks and negotiates clarifications or changes where needed.
Step 4
Documentation & Signing
Final documents, including deed of lease, variations, side deeds and security documents, are negotiated and signed.
Step 5
Settlement or Lease Commencement
For purchases, settlement funds are transferred and titles updated. For leases, commencement dates, rent commencement and fit-out periods are confirmed.
Costs of Commercial Property Lawyers
Legal fees for commercial property matters depend on the complexity of the transaction, the number of documents involved and whether you are leasing, buying or selling. Some firms offer fixed-fee packages for straightforward leases or smaller commercial purchases, while larger, bespoke deals are usually priced on time with an estimate.
Factors that can increase cost include multiple parties or guarantors, complex rent review or incentive structures, contaminated or earthquake-prone buildings, extensive due diligence, or simultaneous refinancing. For more detail on typical fee ranges and related costs, see the property lawyer costs guide.
Common Issues in Commercial Property Deals
Common pitfall:
Assuming the “standard form” ADLS deed of lease is always tenant-friendly. Many important changes are made in the schedules and special conditions.
Example scenario:
A tenant discovered after signing that they were responsible for significant structural repairs under a broad maintenance clause. Early legal review could have narrowed or clarified this obligation.
Common issues in commercial property include misunderstandings over outgoings, disagreements about repair obligations, disputes over rent reviews, and uncertainty around what must be done at the end of the lease term. Buildings that require strengthening or major repairs can also affect ongoing occupation and negotiation power.
For buyers of tenanted property, existing leases may contain renewal or redevelopment provisions that limit your flexibility. For tenants, personal guarantees and assignment clauses can have long-term implications, especially when selling your business or assigning the lease to another tenant.
How to Choose a Commercial Property Lawyer
When choosing a commercial property lawyer, consider the size and type of transactions they regularly handle. Landlords with large portfolios may prefer firms that manage multiple sites and jurisdictions. Tenants entering their first long-term lease may want someone experienced in explaining clauses in plain language and negotiating practical outcomes.
Ask potential lawyers about their experience with your industry, how they approach negotiation, whether they can work to tight timeframes and how they structure fees. It is also useful to know whether they work closely with your accountant or other advisers where tax or structuring issues arise.
Find a Commercial Property Lawyer
Explaining whether you are a landlord, tenant, buyer or seller, the type of premises involved and your timelines can help match you with commercial property lawyers who regularly handle similar deals. This avoids repeating your story to multiple firms and gives you clearer options more quickly.
By outlining key details — such as lease term, renewal rights, fit-out contributions, rent structure and any redevelopment plans — you can narrow down which firms are best suited to assist. While no matching tool can guarantee representation, providing this information up front usually leads to more focused initial conversations.
Need help with a commercial lease or sale?
Tell us about the property and your timelines to get matched with commercial property lawyers.
Frequently Asked Questions
When should I involve a commercial property lawyer in a lease?
Ideally you should speak to a commercial property lawyer before you sign an agreement to lease, heads of terms or an offer of lease. They can help you negotiate key terms such as rent review mechanisms, personal guarantees, make-good obligations, outgoings and renewal rights before they are locked into a binding document.
What is the difference between an agreement to lease and a deed of lease?
An agreement to lease records the key commercial terms and parties’ intentions, often used while conditions are satisfied or a fit-out is completed. A deed of lease sets out the full legal terms that govern the tenancy over the lease term. Both documents are important and should be reviewed by a commercial property lawyer.
Do I need a lawyer if I am just renewing a lease?
Lease renewals can still involve rent review clauses, modified terms and updated schedules. A lawyer can help you understand the impact of the renewal, confirm what changes are being made and ensure that you are not taking on unexpected obligations, especially around maintenance and make-good.
What due diligence is needed for buying commercial property?
Commercial property due diligence typically includes reviewing the title, LIM, leases and tenancies, building reports, zoning, resource consents, earthquake ratings and any contamination or infrastructure issues. A commercial property lawyer works alongside your other advisers to interpret these documents and highlight legal risk before you confirm the agreement.
Who usually pays legal fees in a commercial property deal?
Each party usually pays their own legal fees. In some lease negotiations, landlords may contribute to the tenant’s costs or vice versa, but this must be agreed. For sales and purchases, each side generally instructs their own lawyer to review the agreement and manage settlement.
Can a commercial property lawyer help with financing and securities?
Yes. Commercial property lawyers often assist with lending arrangements, including reviewing loan and security documents, registering mortgages, drafting general security agreements and managing priorities between different lenders or landlords.
You don’t need all the answers
Property issues can feel overwhelming — especially when you’re facing deadlines. Sharing a few details about your situation is enough for a lawyer to understand the context and guide you through the next steps.
Get Help From a Commercial Property Lawyer
Commercial leases, sales and developments carry long-term financial commitments and complex risk allocation. Providing a short summary of your premises, your role (landlord or tenant) and where you are in the process helps match you with commercial property lawyers who regularly draft and negotiate these types of documents.
By outlining the type of property, lease term, rent structure, fit-out arrangements and any development or subdivision aspects, you can connect with professionals who understand the commercial realities as well as the legal detail. While this does not guarantee representation, it helps you find suitable options faster.