During 2026, Rankin Business Lawyers is presenting a series of articles providing guidance on what to do when preparing a business for sale. This month, with an eye to ensuring continuity during a business sale, we look at leases, licences and premises, and what to know during the assignation process.
Continuity of the business premise can be crucial – especially in retail, hospitality, and manufacturing. Reach out to Rankin Business Lawyers to ensure that lease assignments are handled professionally and timelines are met to avoid operational disruption.
Retail leases have statutory disclosure and consent rules; commercial leases often give landlords broad discretion and can leave outgoing tenants with ongoing liability if not properly released.
Three Practical Steps You Can Implement
- Ensure you follow (for example, in Victoria) the Retail Leases Act 2003 (Vic) assignment process
- What to do: Provide required disclosure statements (lessor/lessee/assignor), request landlord consent in writing, and be prepared to supply the proposed tenant’s financial standing and experience.
- Timing: Landlords must respond within 28 days of receiving all information; if this does not occur, assignment may be deemed. Depending on the lease, consent cannot be unreasonably withheld where statutory criteria are met.
- Understand commercial lease consent and liability
- What to do: Review whether consent is absolute or “not unreasonably withheld;” what information the landlord can require; and whether you remain liable post‑assignment unless expressly released.
- Example: A deed of consent that doesn’t include a release can leave you on the hook if the assignee later defaults.
- Prepare the landlord pack early
- What to do: Assemble financials, references, insurance certificates, and bank guarantees; include the supply of this as a condition in the negotiations with the buyer; budget for legal costs; expect this process to take 2-6 weeks end‑to‑end.