Commercial Real Estate for Buyers, Sellers, Landlords and Tenants
Commercial property deals carry more risk and fewer protections than buying a home. Environmental issues, zoning, existing tenancies, HST and financing all need attention, and a commercial lease can commit a business to rent for five or ten years, with a personal guarantee attached.
Ellahi Law acts for buyers, sellers, landlords and tenants in commercial real estate across Toronto and the GTA: plazas, industrial units, mixed-use buildings, auto-service premises, restaurants and offices.
Buying or selling commercial property
- Agreement of purchase and sale: conditions, due diligence periods, representations and warranties, deposit terms and closing date
- Due diligence: title, zoning and permitted use, building and fire work orders, environmental reports, property taxes, and existing leases and tenant estoppel certificates
- HST: whether HST applies to the purchase and how it will be handled on closing
- Financing: bank, vendor take-back or private mortgage documents
- Corporate structure: buying through a corporation, with our incorporation service where needed
- Closing: registration, adjustments for rents and deposits, and assignment of leases to the buyer
Commercial leases: for tenants
Before you sign an offer to lease, we review:
- Rent, additional rent (taxes, common area costs, management fees) and how they're calculated
- Term, renewal options and any rights of first refusal on adjacent space
- Permitted use and exclusivity
- The landlord's work and the tenant's fit-up, and who pays
- Personal guarantees and indemnities
- Assignment and subletting, including on a sale of your business
- Default, termination and relocation clauses
If you are buying a business or a franchise, the lease is often the most important asset, and we review it as part of the purchase.
Commercial leases: for landlords
We prepare and negotiate offers to lease and leases that protect your income and property, including guarantees, security deposits, use restrictions, insurance and default remedies. We also advise on renewals, assignments, rent arrears and recovering possession.
Buying or selling a business with premises
When a business is sold, the premises usually go with it, either through an assignment of the existing lease or through a new lease with the landlord. The landlord's consent is often required, and the landlord may ask the buyer for a guarantee or a new deposit. We review the lease alongside the purchase agreement, so the closing date, the consent and the transfer of the business line up.
What to send us
- The offer to lease, draft lease or agreement of purchase and sale
- Any existing lease and amendments, if you're taking over premises
- Your corporation's name, if you'll sign through a company
- Your deadline for signing or waiving conditions
Fees
Commercial work varies too widely for a fixed price. You'll receive a written quote after an initial consultation, before any work begins.
How it works
- Send us the offer, the draft lease or the agreement of purchase and sale.
- We discuss your goals and the risks we see.
- You receive a written quote and, once retained, a marked-up draft or a list of points to negotiate.
- We negotiate with the other side's lawyer or agent and keep you informed.
- We close the purchase or finalize the lease.
Frequently asked questions
When should I involve a lawyer in a lease?
Before you sign the offer to lease. Most key terms are fixed at that stage, and many offers to lease are binding.
Can I lease in my corporation's name and avoid a personal guarantee?
Landlords usually ask for one. We negotiate limits such as a cap, a time limit or release on assignment.
Does a commercial tenant have the same protections as a residential tenant?
No. Commercial tenancies are governed mainly by the lease itself, so the wording matters even more.
What is a tenant estoppel certificate?
It is a signed statement from each existing tenant confirming the rent, the lease term and that no defaults or side deals exist. Buyers and lenders rely on it to confirm the income they are paying for.
Who pays HST on a commercial purchase?
It depends on the property and the parties. HST often applies to commercial real estate, and the agreement should say clearly how it is handled. We review this before you sign.
Do you also handle residential leases?
Yes. See our Lease Agreements page.
Next step
Call 416-551-1155 or send us the documents through the contact form.