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Scottish Commercial Real Estate

Commercial Property & Real Estate Law

Commercially Astute Real Estate Counsel in Scotland

Commercial real estate transactions in Scotland demand rigorous legal drafting, commercial pragmatism, and acute awareness of market risks. Whether acquiring a prime retail footprint, developing industrial warehousing, negotiating a Full Repairing and Insuring (FRI) lease, or structuring land assembly options, Torquil Macleod & Co delivers strategic execution.

With dedicated offices in 95 Longman Rd, Inverness and 2 Clarendon Pl, Glasgow, our commercial property solicitors represent developers, family estates, hotel and hospitality groups, national retailers, and commercial landlords across the country.

We provide comprehensive counsel on commercial conveyancing, Section 75 planning agreements, environmental warranties, LBTT non-residential rates, title conditions, and secured lending documentation.

Negotiating Commercial Leases (FRI Leases)?

Protect Your Cashflow

Under a standard Scottish FRI (Full Repairing and Insuring) lease, commercial tenants can inherit massive liabilities for historical structural dilapidations. We negotiate comprehensive Schedules of Condition, limit service charge exposure, insert viable break clauses, and balance rent review mechanisms to protect your balance sheet.

Instruct Commercial Lease Review

Key Areas of Practice & Representation

Commercial Leases & Tenant Advisory

Acting for landlords and commercial tenants in drafting, reviewing, and negotiating long-term Scottish commercial leases.

  • Full Repairing and Insuring (FRI) lease terms and schedules
  • Upward-only market rent reviews vs CPI/RPI indexation
  • Tenant break options, assignations, and subletting consents
  • Dilapidations claims settlement and Section 4 notices

Property Development & Site Assembly

End-to-end legal support for commercial, mixed-use, and residential land development schemes across Scotland.

  • Option agreements, conditional missives, and promotion deeds
  • Section 75 Town and Country Planning developer contributions
  • Servitude access, drainage easements, and utility wayleaves
  • Overage (clawback) deeds and infrastructure cost sharing

Acquisitions & Disposals (Hotels & Retail)

Buying and selling commercial premises, retail units, holiday complexes, office blocks, and industrial estates.

  • Commercial title examination and environmental due diligence
  • Transfer of Going Concern (TOGC) VAT structuring
  • Licensing board transfers for hospitality premises
  • Capital allowances and LBTT commercial tax optimization

Commercial Secured Lending & Banking

Representing commercial borrowers and institutional lenders in securing facilities over Scottish property portfolios.

  • Standard Securities and Certificates of Title drafting
  • Floating charges, debentures, and personal guarantees
  • Intercreditor deeds and ranking agreements
  • Perfection of charges at Companies House and RoS

Commercial Transaction Lifecycle

1

1. Heads of Terms & Due Diligence

Structuring commercial terms, exclusivity agreements, NDA protections, and initial title investigation.

2

2. Contract Drafting (Missives / Lease)

Drafting formal commercial missives, lease documentation, and negotiating qualified acceptances.

3

3. Planning, Searches & Financing

Verifying planning warrants, Section 75 liabilities, environmental reports, and banking security.

4

4. Completion & Land Registration

Funds transfer, executing deeds, filing non-residential LBTT returns, and registering with RoS.

Non-Residential / Commercial LBTT Rates in Scotland

Statutory overview and comparative framework under Scots Law

Purchase Price Band Non-Residential LBTT Rate Commercial Lease NPV Tax
Up to £150,000 0% 0% (Net Present Value up to £150k)
£150,001 to £250,000 1% 1% on NPV above £150k
Over £250,000 5% 1% on NPV above £150k

Section 75 Planning Agreements & Developer Obligations

Major commercial developments in Scotland frequently trigger Section 75 agreements with local planning authorities (e.g. Highland Council or Glasgow City Council). These agreements secure financial contributions for infrastructure, schooling, and affordable housing.

Security & Bond Obligations

Negotiating proportionate developer security bonds to prevent excessive upfront capital lock-in.

Planning Condition Discharges

Ensuring planning conditions are cleanly discharged prior to commercial plot disposals.

Frequently Asked Questions

What is the difference between an FRI lease and internal repairing lease?

An FRI lease makes the tenant responsible for all internal and external repairs, maintenance, and building insurance. An internal repairing lease limits tenant obligations to interior non-structural elements.

Is VAT payable on commercial property purchases in Scotland?

If the seller has opted to tax the property, VAT at 20% applies unless the sale qualifies as a Transfer of a Going Concern (TOGC).

What is a Schedule of Condition?

A photographic and descriptive survey attached to a commercial lease that limits tenant repair liabilities to returning the property in no worse state than at lease commencement.

How is LBTT calculated on commercial leases?

LBTT on commercial leases is calculated based on the Net Present Value (NPV) of all rent payable over the lease term, with a 1% rate applied to NPV over £150,000.

Transparent Fees & Retainer Options

We offer structured commercial fee quotes based on transaction complexity, whether fixed fee commercial missives or tailored retainer arrangements for corporate portfolios.

Instructing Partner

Robins Simon

Associates Partner

Direct partner supervision on all Scottish matters across our Inverness and Glasgow offices.

Schedule Call with Partner