Commercial Property
Acquisitions, disposals and leases of commercial property in Scotland, where the conveyancing, the tax and the tenant's position are all distinctly Scottish.
Scottish commercial property differs from English commercial property in substance and not only in paperwork. There is no freehold and no leasehold. The interest is heritable, and ownership transfers by delivery of a disposition and registration in the Land Register of Scotland, and not on completion.
The contract is constituted by missives and not by an exchange. The tax is Land and Buildings Transaction Tax, payable to Revenue Scotland, and Stamp Duty Land Tax has no application in Scotland.
The consequence of proceeding on the wrong assumptions is rarely dramatic at the time. It is a transaction that runs on those assumptions until something has to be enforced.
Buying and selling
We act on acquisitions and disposals of offices, industrial units, retail premises, development sites and investment property. The work comprises title examination, missives, searches and reports, the disposition, and the security documentation where the purchase is funded. Where a property sits inside a company that is itself being sold, we run the property workstream alongside the corporate one, so that the same facts are not discovered twice.
Leases
Scotland gives commercial tenants no statutory security of tenure. There is no equivalent here of the renewal regime that applies in England and Wales, so a commercial lease ends when its term ends, subject to tacit relocation, the rule by which a lease that nobody has properly brought to an end continues on the same terms.
Notices bringing a lease to an end must be given correctly and in time, and a missed notice is among the most expensive administrative errors an occupier can make.
Irritancy is the landlord's remedy for breach and it is regulated. A monetary breach requires a formal pre-irritancy notice giving the tenant a period in which to pay, and for a non-monetary breach the landlord's conduct is measured against what a fair and reasonable landlord would do.
The obligation that outlives the transaction
Non-residential leases in Scotland carry a continuing tax obligation. Further Land and Buildings Transaction Tax returns fall due at intervals through the life of the lease, and on assignation and on termination, whether or not any further tax is payable.
We diarise these for clients as a matter of course, since the penalty for overlooking a return that produces no tax at all is the same as for one that does.