Commercial Leasing
Changing who occupies
the premises.
Advice on lease assignments, subleases, licences and landlord consent where occupation or business ownership is changing.
Assignment & Subletting
A change of occupier needs clear consent.
A tenant selling a business, bringing in another operator or stepping away from premises usually needs more than landlord approval in principle. The lease may control the form of request, the information to be provided, the landlord's time for response, who pays legal costs and whether existing guarantors remain exposed.
Assignment, sublease and licence arrangements solve different commercial problems. An assignment transfers the lease to a new tenant. A sublease keeps the original tenant in the chain. A licence may permit limited occupation without giving the occupier exclusive possession. Choosing the wrong structure can leave the parties with unclear control, continuing liability or a transaction that cannot settle.
We advise landlords, outgoing tenants, incoming tenants and guarantors on consent requests, assignment deeds, subleases, disclosure, guarantees, release, arrears, security and practical completion of the transaction.
Consent Process
The consent request must be ready to assess.
A good consent request gives the landlord enough information to decide whether the proposed assignee, subtenant or licensee is suitable. It should also protect the tenant against avoidable delay, especially where the change is tied to a business-sale settlement or a premises handover.
For retail leases, statutory disclosure and assignment rules may affect the process. For non-retail commercial leases, the lease wording and general law usually carry more weight. Either way, the documents should make clear who remains liable, what security is replaced, whether arrears must be paid and when occupation may change.
Outgoing Tenant
Prepare the request early, confirm whether the lease allows the proposed change and avoid completing a business sale before consent is documented.
Incoming Tenant
Review the lease, permitted use, rent review history, outgoings, options, make-good, arrears and any existing breach before agreeing to take over.
Landlord
Assess the proposed occupier, security, guarantees, use, arrears and release terms before giving consent or refusing the request.
Guarantors
Confirm whether the guarantee continues, is replaced or is released, and whether any deed extends liability beyond the intended period.
Transaction Types
Choose the right document.
The structure affects control of the premises and who remains liable after the change.
Assignment
The lease is transferred to a new tenant, commonly as part of a business sale.
Sublease
The original tenant remains tenant under the head lease while granting rights to a subtenant.
Licence
A licence can allow limited occupation without transferring leasehold possession, depending on the terms.
Consent Deed
The landlord's consent should record conditions, releases, security and any outstanding obligations.
Guarantees
Incoming and outgoing guarantor liability should be clear before settlement or handover.
Disclosure
Retail lease assignments may require statutory disclosure and timing steps.
How We Help
Practical support for the handover.
We help the parties move from an agreed commercial intention to documents that actually complete the change of occupation.
Consent Requests
Preparing or responding to requests for landlord consent, including the information package, proposed conditions, timing and correspondence needed to keep the transaction moving.
- Landlord Consent
- Information Requests
- Reasonable Conditions
- Timing Advice
Assignment Documents
Drafting and reviewing deeds of assignment, consent deeds, releases, guarantees, security replacement and settlement conditions for business-sale or tenant-change transactions.
- Deed of Assignment
- Release Terms
- Security Replacement
- Settlement Conditions
Subleases & Licences
Structuring sublease and licence arrangements so rights of occupation, rent, services, insurance, default and termination are clear against the head lease.
- Sublease Drafting
- Licence Terms
- Shared Premises
- Head Lease Compliance
Common Questions
Assignments and subleases, answered.
These questions commonly arise when a tenant wants to sell, share, transfer or reduce its premises commitment.
What is a lease assignment?
An assignment transfers the tenant's interest in the lease to a new tenant, usually with landlord consent and a deed of assignment.
What is a sublease?
A sublease grants another occupier rights under the tenant while the original tenant remains liable to the landlord under the head lease.
Is landlord consent required?
Usually yes. The lease will set the consent process and information required. Retail leasing laws may also affect when consent can be withheld.
Can the landlord refuse consent?
Consent may be refused on grounds allowed by the lease or statute, often involving the proposed occupier's financial capacity, character, proposed use or failure to provide required information.
Does assignment release the outgoing tenant?
Not always. The outgoing tenant and guarantors may remain liable unless the lease, statute or consent deed provides a release.
What documents are usually needed?
Common documents include a consent deed, deed of assignment or sublease, disclosure statements, guarantees, security replacement and settlement adjustments.
How does a business sale affect the lease?
The sale contract should make lease consent a condition or completion item. Settlement can fail if lease assignment is not approved and documented in time.
Can part of the premises be sublet?
Often only if the lease permits it and the landlord consents. The sublease should address shared services, access, insurance, permitted use and default.
What is a change of control clause?
It treats a change in ownership or control of the tenant entity as requiring landlord consent, even if the named tenant does not change.
What should an incoming tenant check?
The incoming tenant should review the lease, disclosure, arrears, options, rent review history, premises condition, permitted use, make-good and any existing breaches.