Sale & Leasing Lawyers in Singapore
Commercial leases for landlords and tenants, across offices, retail, shophouses, industrial premises and specialist assets. A lease is a long commitment, and most of what it costs you is decided before it is signed.
We act for landlords and for tenants on commercial leasing across offices, retail units, shophouses, industrial premises and specialist assets, including sale and leaseback structures, tenders and auctions.
A lease is one of the larger commitments a business makes, and it is frequently signed under time pressure by someone who has already told the team where they are moving. Almost everything that will matter over the term is fixed in the week before signature.
Start at the letter of intent
Most leases begin with a letter of intent and a booking deposit. It is treated as a formality and it is not one: an LOI records the commercial terms, and once agreed, the negotiating position on those terms has largely gone.
Before you sign one, be clear about the term and any option to renew, the rent and any rent-free period, what the service charge covers, the security deposit, the permitted use, and who is responsible for the fitting out. Getting those right at the LOI stage costs a conversation. Getting them changed afterwards costs goodwill you may not have.
The terms that decide what a lease really costs
Reinstatement. The obligation to return the premises to their original condition at the end of the term. For a fitted-out space this can be a very substantial sum, and it lands at the moment a business is least expecting it. It is worth quantifying before signing, and worth negotiating where the fit-out was largely for the landlord’s benefit.
The rent-free period and the fitting-out period. Whether rent runs while you are building out, and what happens if the handover is late, changes the real cost of the first year considerably.
Rent review and renewal. An option to renew is only as good as the mechanism for setting the new rent. “At market rate to be agreed” is not a mechanism; it is a future argument.
Permitted use. The lease must permit what you actually intend to do, and the property’s approved use must permit it too. These are two separate questions and both can be fatal.
Assignment and subletting. Whether you can transfer the lease or share the space matters enormously if the business changes. Landlords resist it; the terms on which consent can be withheld are negotiable.
Service charge and outgoings. What is covered, how it is apportioned, and whether it is capped.
Break clauses and security. What ends the lease early, on what notice, and what the landlord holds by way of deposit or guarantee, including any personal guarantee from a director.
Stamp duty and registration
Lease stamp duty is payable, ordinarily by the tenant, calculated by reference to the rent over the term. It is due shortly after signing and attracts a penalty if it is late, which is a needless way to start a tenancy.
A lease for a term exceeding seven years must be registered with the Singapore Land Authority. Shorter leases are not registrable, which affects how the interest is protected.
For landlords
We draft leases that hold up, which means clear provisions on default, on interest, on re-entry, on reinstatement, and on the security you can actually call on when a tenant stops paying.
We also act on the parts that arrive later: consents to assignment or subletting, variations, renewals, disputes over service charge and reinstatement, and recovering possession where a tenancy has broken down.
For tenants
We read the lease before you are committed, and we tell you which of its terms are unusual, which are negotiable, and which are going to cost you at the end of the term rather than at the start.
Where you are taking a unit that needs work, we deal with the fitting-out provisions, the handover condition and the approvals your works will need.
Industrial and specialist premises
Industrial property carries conditions that ordinary commercial leasing does not. Where land or premises are held on JTC terms, assignment, subletting and even the proportion of space an occupier may use can require consent, and a sublet arranged without it is a problem for both sides.
Specialist assets, including data centres and hospitality premises, bring their own operating requirements, and the lease has to accommodate them rather than the other way round.
Related work
Buying or selling commercial property rather than leasing it is covered on our commercial conveyancing page.
Development and land use, including acquisitions for development and the approvals a project needs, is on our development, planning and land page.
Homes, including HDB flats and private residential property, are on our residential conveyancing page.
Where a lease has already gone wrong, our civil litigation team deals with landlord and tenant disputes, and our note on common landlord and tenant disputes sets out the ones that recur.
Commercial leasing in Singapore: frequently asked questions
Is a letter of intent binding?
Usually not as to the lease itself, but it is far from meaningless. It fixes the commercial terms in everyone’s mind, it often binds on confidentiality and exclusivity, and the booking deposit attached to it is real money. Treat it as the moment the deal is agreed, because in practice that is what it is.
Who pays the stamp duty on a lease?
Ordinarily the tenant, unless the parties agree otherwise. It is calculated on the rent over the term and is payable shortly after signing, with penalties for late payment. We tell you the figure as part of the review rather than after the fact.
What is reinstatement, and can I negotiate it?
It is the obligation to strip out your works and return the premises as you found them. It can be negotiated: the scope can be defined precisely rather than left open, and a landlord who wants to keep parts of your fit-out can be asked to say so in the lease. What you should not do is sign an open-ended obligation and discover its cost three years later.
Can my landlord refuse to let me assign the lease?
It depends on the clause. Some leases prohibit assignment outright, some allow it with the landlord’s consent, and the better-drafted ones say that consent is not to be unreasonably withheld. Which of the three you have is worth knowing before you need it, because it determines whether you can sell the business as a going concern.
Does GST apply to commercial rent?
Where the landlord is GST registered, GST is chargeable on the rent of non-residential premises. Check whether the rent you have been quoted includes it, because a figure discussed informally often does not.
Do I need to register my lease?
Only where the term exceeds seven years, in which case it must be registered with the Singapore Land Authority. Shorter leases are not registrable.
The landlord wants a personal guarantee. Is that normal?
It is common where the tenant is a young company or one without a trading history, and it is a serious commitment: it puts your own assets behind the company’s obligations for the whole term. It can often be limited, whether by capping the amount, restricting it to a number of months’ rent, or agreeing that it falls away after a period of good payment.
Can I get out of a lease early?
Only if the lease lets you, or the landlord agrees. That is why break clauses matter and why they are worth asking for at the letter of intent stage. Where there is no break, the practical routes are assignment, subletting or a negotiated surrender, and each of those depends on terms agreed long before you needed them.
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