A commercial property transaction in Queensland moves faster and carries fewer protections than a residential purchase. There is no standard cooling-off period, no seller disclosure statement covering most commercial sales, and no first home concession to soften the duty bill. Buyers and sellers who treat a commercial deal like a house purchase often find problems after the contract is signed.
Commercial property includes office buildings, retail shops, industrial warehouses, development sites and strata commercial lots. Each comes with its own legal considerations: the duty treatment, the GST position, the lease arrangements, the zoning and the searches a solicitor carries out before settlement. The detail matters, and getting it right from the contract stage protects both parties.
Brookwater Legal helps clients across Greater Springfield and Ipswich with commercial property purchases, sales and lease reviews.
Here is how commercial property law generally works in Queensland, and what a solicitor does at each stage.
Key takeaways
- Commercial contracts generally have no cooling-off period in Queensland.
- GST may apply to a commercial sale, unlike most residential transactions.
- Transfer duty applies at the general rate with no home concession available.
This article is general information only and is not legal advice. Every situation is different, and you should speak with a solicitor about your own circumstances.
What are the key legal differences when buying commercial property in Queensland?
Commercial property buyers in Queensland generally have fewer statutory protections than residential buyers, according to the Queensland Government. The 5 business day cooling-off period that applies to standard residential contracts does not apply to most commercial transactions. This means that once a commercial contract is signed by both parties, it binds immediately, and a buyer who wants to withdraw faces significant exposure.
The seller disclosure scheme that has applied to residential sales since 1 August 2025 under Queensland's Property Law Act does not cover commercial property in the same way. Buyers carry much of the due diligence responsibility themselves, making pre-contract legal advice critical.
Transfer duty applies to commercial purchases at the general rate set by the Queensland Revenue Office. As at 25 June 2026, for a transaction valued between $540,000 and $1,000,000 the rate is $17,325 plus $4.50 for each $100 over $540,000, and above $1,000,000 it is $38,025 plus $5.75 for each $100 over $1,000,000. Home concessions and first home buyer concessions do not apply to commercial or investment property, according to the Queensland Revenue Office.
Does GST apply when buying or selling commercial property in Queensland?
GST frequently applies to commercial property sales in a way it does not for most residential transactions. Where the seller is registered or required to be registered for GST, the sale of commercial premises is generally subject to GST, according to the Australian Taxation Office.
Two important exceptions can change this position. First, a sale of a going concern is GST-free only if several conditions all apply, including that the purchaser is registered or required to be registered for GST and that buyer and seller have agreed in writing that the sale is of a going concern. Second, where the margin scheme applies, GST is calculated on the margin rather than the full sale price, but the parties must agree to use it in writing before settlement, and it can only be used where the seller is eligible.
The Australian Taxation Office says commercial property sales contracts should state whether the contract price includes GST and whether the margin scheme applies. Getting these positions agreed before signing avoids disputes at settlement. Tax advice from an accountant is essential alongside legal advice on the contract.
What searches and checks apply to a commercial property purchase in Queensland?
Before signing a commercial contract, a solicitor generally conducts or advises on:
- › Title search: confirms the registered owner, any mortgages, easements, covenants, leases and caveats affecting the property, according to Titles Queensland.
- › Land tax clearance certificate: unpaid land tax is a first charge over the land and survives a transfer. The Queensland Revenue Office issues a clearance certificate after outstanding amounts are paid from settlement funds.
- › Contaminated land registers: the Environmental Management Register and Contaminated Land Register are checked. A seller of land on either register must give written notice to the buyer before agreeing to sell, according to the Queensland Government.
- › Zoning and council checks: commercial zoning determines what uses are permitted. Each local government's planning scheme sets these rules, and a council search confirms development approvals, outstanding charges and infrastructure contributions.
- › Resumption and infrastructure notices: the Department of Transport and Main Roads offers property searches to check whether the department has, or may have, a land requirement over the property.
- › Lease review: where a tenant is in place, the buyer takes on the existing lease. Its terms, rent reviews, options, make good obligations and any disclosure obligations under Queensland's Retail Shop Leases Act all need review before signing.
How does a solicitor help with a commercial property transaction in Queensland?
Step 1: Talk to us
Get in touch and we will explain what the process generally involves and what to look out for before you sign anything.
Step 2: Contract review and negotiation
We review the contract terms, including the GST position, any special conditions, the settlement date and what happens if conditions are not met. Where terms need adjustment, we negotiate on your behalf before the contract is executed.
Step 3: Searches, due diligence and duty
We conduct the title search and other property searches, advise on the results, and attend to transfer duty lodgement with the Queensland Revenue Office so that the stamped documents are ready for settlement.
Step 4: Settlement and registration
We coordinate settlement through the electronic conveyancing platform, manage the financial adjustments, and attend to registration of the transfer with Titles Queensland so that title passes to the buyer on settlement day.
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What are the common mistakes buyers make on commercial contracts in Queensland?
One of the most frequent issues in commercial property is signing without legal advice and then discovering a problem that the contract does not allow the buyer to exit over. Unlike a residential contract, a commercial agreement typically has no printed cooling-off right and no standard inspection condition. If the buyer wants a due diligence period or a finance condition, those terms must be negotiated and written into the contract as special conditions before signing.
A second common issue involves the GST position. A buyer who does not check whether GST is included in the contract price can face an unexpected additional cost of up to one eleventh of the purchase price at settlement. The going concern exemption is often misunderstood: it applies only where both parties are GST-registered, the agreement confirms it in writing, and the business being sold with the property genuinely constitutes a going concern. An accountant and a solicitor need to work through this together before the contract is finalised.
"Commercial property contracts in Queensland are largely negotiated documents. What is and is not in the contract before it is signed determines the protections both parties have, and adding terms after the fact is rarely straightforward."
Jade Kickbusch, Principal, Brookwater Legal
When does the retail shop lease regime apply to a commercial property in Queensland?
Buyers purchasing a commercial property with a tenant already in place need to understand whether that tenancy is governed by Queensland's Retail Shop Leases Act. A lease is generally a retail shop lease where the shop is less than 1,000 square metres and used to carry on a retail business, or where the business is situated in a retail shopping centre, regardless of the type of business, according to the Queensland Small Business Commissioner.
Where the leased area exceeds 1,000 square metres, the retail shop lease regime does not apply, and the Queensland Small Business Commissioner notes that the Queensland Civil and Administrative Tribunal has found it has no jurisdiction in such cases. This distinction matters because retail shop leases carry mandatory disclosure obligations, restricted outgoings charges, market rent review procedures and dispute resolution rights that standard commercial leases do not. A buyer inheriting a retail shop lease takes on a landlord's obligations under the Act from the date of settlement.
Frequently Asked Questions
Is there a cooling-off period for commercial property contracts in Queensland?
The Queensland Government's 5 business day cooling-off period applies to standard residential property contracts and does not generally apply to commercial transactions. Once a commercial contract is signed by both parties it is generally binding, making legal review before signing essential.
What transfer duty rate applies to a commercial property purchase in Queensland?
The general transfer duty rates apply to commercial property purchases in Queensland, according to the Queensland Revenue Office. Home concessions and first home buyer concessions are available only to owner-occupiers of residential property and do not apply to commercial or investment transactions.
Does GST always apply to the sale of commercial property in Queensland?
Not always, but GST commonly applies where the seller is registered for GST, according to the Australian Taxation Office. The going concern exemption and the margin scheme may reduce or eliminate the GST payable, but each has strict conditions and the parties must agree in writing before settlement. An accountant can advise on the tax position for a specific transaction.
What happens to an existing lease when a commercial property is sold in Queensland?
Under Queensland's Property Law Act, a lease survives the sale of the land and the buyer becomes the landlord from settlement. The new owner must notify the tenant before rent is owed to them, according to the Queensland Small Business Commissioner. The existing lease terms, including rent, options and make good obligations, continue unchanged.
What is a land tax clearance certificate and why does a Queensland commercial buyer need one?
Unpaid land tax is a first charge over the land that survives a transfer and ranks ahead of any mortgage, according to the Queensland Revenue Office. A clearance certificate confirms that any outstanding tax has been paid from settlement funds, protecting the buyer from inheriting the seller's liability.
Do I need a solicitor for a commercial property transaction in Springfield or Ipswich QLD?
Legal advice on a commercial property contract is not required by law, but the stakes are high and the protections are limited compared to residential transactions. A solicitor reviews the contract before signing, conducts the relevant searches, handles transfer duty and coordinates electronic settlement through our conveyancing team.
What is eConveyancing and does it apply to commercial property in Queensland?
From 20 February 2023, under the Land Title Regulation 2022, required instruments including transfers and mortgages must generally be lodged electronically through an Electronic Lodgment Network operator, PEXA or Sympli, according to Titles Queensland. This applies to commercial property transactions in Queensland just as it does to residential ones.
Your Next Steps
Commercial property decisions in Ipswich, Springfield and across Greater Springfield involve real financial exposure from the moment a contract is signed. The absence of residential-style protections means that understanding the contract, the GST position, the searches and the lease arrangements before signing is far more valuable than trying to unwind a problem afterwards.
Every commercial property matter is different, and that's exactly why it's worth a conversation. Make an appointment with the Brookwater Legal team or call (07) 3437 8555.
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External Resources
- Queensland Revenue Office - Transfer duty rates
- Australian Taxation Office - GST and property
- Australian Taxation Office - GST at settlement
- Queensland Small Business Commissioner - What is a retail shop lease in Queensland
- Queensland Revenue Office - Land tax clearance certificate
- Titles Queensland - eConveyancing FAQs
Brookwater Legal · This article contains general information only and does not constitute legal advice. It does not take into account your individual circumstances. You should obtain legal advice about your own situation before acting on anything in this article. Liability limited by a scheme approved under Professional Standards Legislation.
