Commercial Conveyancing Lawyers in Singapore

Commercial conveyancing is the legal side of buying, selling and financing property that is not somebody’s home: offices, shophouses, retail units, warehouses and factories, whether bought to occupy or to hold.

Plenty of it is straightforward. A company buying a strata unit from another company often runs on an Option to Purchase not far removed from a residential one. What differs is rarely the form of the document. It is what has to be checked before you sign it, what is payable when you do, and what you are taking on with the building.

How a commercial transaction differs

The paperwork may be familiar; the checks are not. A simple sale between two companies can use a document you would recognise from a residential purchase. Bespoke drafting and negotiated completion terms come in on the larger matters: tenanted buildings, anything bought through a corporate structure, and deals where diligence is likely to turn something up.

GST usually applies. Where the seller is GST registered, the sale of non-residential property attracts GST on the price. On a commercial building that is a substantial sum, and it is not always reflected in the headline figure being discussed. Whether you can recover it depends on your own GST position.

Additional buyer’s stamp duty does not apply. Non-residential property is outside ABSD entirely, which is one reason commercial property attracts buyers who already hold residential property. Buyer’s stamp duty still applies at the non-residential rates.

Seller’s stamp duty may apply to industrial property. Industrial property sold within the holding period attracts seller’s stamp duty. Offices, shops and other commercial property do not.

CPF cannot be used. No part of a non-residential purchase can be funded from CPF savings, which changes the cash position materially compared with a home purchase.

Foreign buyers are generally unrestricted. The approvals regime that applies to landed residential property does not apply to commercial or industrial property, so a foreign individual or company can generally buy without seeking approval.

What we check before you commit

This is where a commercial transaction is won or lost, and it is the part with no equivalent on a residential purchase.

• Title and encumbrances, including mortgages, charges, easements and restrictive covenants that limit what can be done with the site
• Permitted use. What the property is zoned and approved for, and whether your intended use requires a change of use application. A retail concept in a unit approved for something else is a problem discovered too late
• Existing tenancies. Leases bind a buyer. You need to know the terms, the expiry dates, the rent, the reinstatement obligations and whether any tenant has an option to renew or a right of first refusal
• Outstanding notices and arrears. From URA, BCA, SCDF and the management corporation, including unpaid maintenance contributions and any orders requiring works
• The seller’s GST status, because it determines whether GST is payable on the price
• Approvals and licences attaching to the property, and whether they transfer

Buying the company instead of the property

Commercial property is frequently held in a company, and a deal can be structured as a purchase of the property itself or a purchase of the shares in the company that owns it.

The two are not interchangeable. A share purchase brings the company’s entire history with it, including its liabilities, its tax position and its contracts, which is why it needs warranties and indemnities and a different kind of diligence. Stamp duty treatment differs too, and additional conveyance duties can apply where residential property sits inside the entity.

We advise on which structure fits, and act on either.

Financing

We act for borrowers and for lenders on property financing and refinancing, which means the facility letter, the conditions precedent and the security documents are familiar ground rather than something to be worked out on the way.

Where the bank instructs its own solicitors, we deal with them. Where we can act for both you and the lender, that is usually simpler for everyone.

Regulatory matters

Commercial property sits inside a regulatory framework that residential largely does not, and we deal with the relevant authorities on our clients’ behalf, including the Urban Redevelopment Authority on use and planning, the Singapore Land Authority on title and land dealings, the Building and Construction Authority on building matters, and JTC where industrial land carries its own conditions on tenure, assignment and permitted occupiers.

The rest of the property practice

Leases, for landlords and for tenants, from offices and retail to industrial premises, are dealt with on our sale and leasing page.

Development, planning and land use, including acquisitions for development, joint ventures and the approvals a project needs, is covered on our development, planning and land page.

Homes, including HDB resale flats, condominiums and landed property, are on our residential conveyancing page, where the fixed fees are published in full. Commercial matters are quoted per transaction, in writing, before anything begins.

Commercial conveyancing in Singapore: frequently asked questions