A business asset purchase does not automatically give the buyer the right to occupy the seller's premises. Identify whether the seller owns, leases or occupies under another arrangement. Review the proposed transfer or new occupation agreement and the permissions needed before planning the first day of trading.
Check lease terms, permitted use, repair obligations, rent reviews, deposits and guarantees. Consider planning, licences and practical utilities where relevant. Obtain property advice for the actual premises and jurisdiction rather than assuming the business sale agreement resolves the occupation position.
Establish the right the seller actually has
Identify whether the premises are owned, leased, licensed or occupied through another arrangement. Obtain the title or complete occupancy documents, including variations, side letters and plans. Check the exact area used by the business, storage, parking and access routes. An asset purchase description saying premises included may conceal that the seller only has a licence that cannot be transferred on the proposed terms.
Confirm the property jurisdiction and appoint an appropriate property adviser. Rules and documentation differ across the UK, and the commercial lease's own terms remain central. GOV.UK summarises tenant responsibilities as a starting point, but it does not replace review of the particular occupation arrangement. [1] Keep the property workstream visible within the transaction timetable rather than assuming the business sale lawyer has completed every specialist check.
Review cost and operational restrictions
Examine rent, service charges, insurance contributions, deposits and review dates. Identify arrears, disputes and commitments that may fall due shortly after completion. Compare the total occupancy cost with the buyer's operating forecast. A headline rent alone may materially understate the cash needed to occupy and maintain the site, particularly where repair obligations or a forthcoming review are significant.
Check permitted use, opening restrictions, alterations and signage against the buyer's intended operation. Review relevant planning, licences, safety and utilities questions with the appropriate specialists. Do not assume a business has all permissions merely because it has traded from the premises for years. If the buyer plans a different use or expansion, assess that proposal before relying on the seller's existing arrangement.
Resolve consent and continuing obligations
Where assignment, a new lease or another approval is needed, identify the landlord's process and required documents. Assess conditions, guarantees, deposits and costs. The seller should understand any continuing exposure after transfer, while the buyer needs certainty about the occupation it will obtain. A purchase agreement between them does not itself compel the landlord to grant a new right or release an existing guarantor.
Use Contracts that need consent on a business sale to track consent and Selling a business with outstanding loans where property security or borrowing affects completion. Keep draft property documents aligned with the final buyer entity and business transfer date. An approved assignment to one company should not be assumed to cover another acquisition vehicle inserted late in the transaction for financing reasons.
Inspect condition and plan the first day
Arrange appropriate inspection and obtain evidence of condition. Review equipment ownership, fixtures and items the seller intends to remove. Clarify responsibility for repairs, reinstatement or outstanding works and how those matters affect price or completion. Photographs and schedules should be dated and linked to the relevant area rather than supplied as an unexplained collection of images.
Plan keys, security codes, utilities, meters, maintenance contracts and emergency contacts. Transfer operational access securely and change credentials where appropriate. Confirm that essential systems such as alarms, heating or controlled entry can be used by the buyer. A signed lease document does not guarantee that staff can enter the premises or operate safely on the next working day.
For Business purchase due diligence support, provide the occupancy documents, site details and proposed business use. Ask for a clear division of legal, survey and operational responsibilities, including any work outside the service scope. Before completion, identify unresolved approvals and physical issues with their consequences. Keep the final property records accessible to the person managing the site so rent reviews, maintenance duties and notice deadlines do not disappear into the acquisition archive.
Inspect shared services and physical access
A premises review should establish how the business obtains utilities, internet access, deliveries, parking and entry outside normal hours. Some arrangements may be supplied by the seller informally or bundled with another occupier's agreement. Identify what the buyer will need to replace and whether the landlord or service provider must participate.
Record practical handover items such as keys, alarm administration, meter readings and maintenance contacts. Confirm that the intended use and any planned alterations have been considered in the relevant property advice. An attractive lease summary does not ensure the buyer can open the premises successfully on the first trading day if essential services remain attached to the seller's accounts or personal telephone number.
Illustrative scenario
A buyer acquires a restaurant's equipment and goodwill but expects to use the existing lease. The landlord requires a consent process and financial information. The parties align that process with completion and assess repair liabilities, so the buyer does not pay for a trading business it cannot lawfully occupy.
Preparation checklist
- Confirm the seller’s actual occupation right.
- Review transfer or new lease requirements and landlord consent.
- Assess repair, deposit, guarantee and use restrictions.
- Plan utilities, insurance, keys and access at completion.
Frequently asked questions
Does buying the business automatically transfer the lease?
No general assumption is safe. Review the occupancy agreement, proposed structure and any required landlord consent or new documentation for the relevant jurisdiction.
Is the stated rent the full occupancy cost?
Often other amounts need review, such as service charges, insurance, deposits, repairs and review provisions. Model the actual obligations rather than relying only on the headline rent.
Can the buyer change the premises' use immediately?
Check lease restrictions, planning, licences and other applicable requirements. Existing trading history does not prove that a new activity or expansion is permitted.
What belongs in the practical property handover?
Include keys, controlled access, utilities, meter readings, maintenance contacts and condition evidence. Confirm usable access and responsibility for outstanding works before relying on the completion documents alone.
Official sources
Sources checked: 8 September 2026. Check the linked guidance for subsequent changes.
General information only. The appropriate action depends on your circumstances and the applicable jurisdiction.
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