Ask why a business sale completed two months later than planned and the answer is frequently the landlord. Not obstruction — simply a third party with their own timetable and advisers, engaged after the sale documents were agreed rather than alongside them.
Read the Lease at the Outset
On an asset sale the lease must be assigned, and most commercial leases require the landlord’s consent. Whether it can be withheld depends on the wording: many leases provide that consent is not to be unreasonably withheld, so the landlord needs proper grounds — but arguing that a refusal is unreasonable is a dispute, and a deal timetable cannot absorb one. Others contain absolute prohibitions, restrictions on assigning part, or a requirement to offer a surrender first. What the landlord will generally want: satisfaction as to the incoming tenant’s financial standing; their own costs, which the lease commonly puts on the tenant; sometimes a guarantee from a parent company or an individual behind the buyer; sometimes an increased deposit; and any outstanding breaches remedied before consent is given — which is exactly how unrepaired dilapidations and unpaid service charges surface at the worst moment. A tenant in low-level breach for years discovers it the day they need something from the landlord. And the remaining term matters commercially: a short lease reduces what the buyer is acquiring.
Two Things Sellers Miss
Assigning a lease does not necessarily end your liability. Depending on the terms of the lease and of the assignment, an outgoing tenant can retain continuing liability, and a landlord may additionally require the outgoing tenant to guarantee the incoming tenant’s performance. So it is entirely possible to sell the business, hand over the keys, and remain exposed if the buyer later stops paying rent — which belongs on the same list as release from personal guarantees, identified and negotiated before completion rather than discovered when a demand arrives. Second: a share sale is not automatically clean on property. The tenant company does not change and no assignment is needed, which is why everyone assumes there is no property issue — but many leases contain change-of-control provisions treating a change in ownership of a corporate tenant as an event requiring consent or triggering a landlord right. Read the lease on a share sale too, and read it early enough that a consent requirement does not appear a fortnight before completion.
Start the consent process in parallel with the documents, not after them. That single sequencing change recovers more timetables than anything else available to a seller.
Leased premises in the deal? Send the lease: 01 5827148.
Richard O’Shea — Solicitor & TEP
Solicitor at Mary Molloy Solicitors, established 1981, and a TEP of the Society of Trust and Estate Practitioners. The firm acts for buyers and sellers on business sales and acquisitions — structure, heads of terms, due diligence, the sale agreement, warranties and disclosure, completion and what follows it. Because a substantial share of Irish business sales are retirement exits, the firm’s estate and succession practice sits alongside the transactional work: the deal and what happens to the proceeds are usually the same client’s problem. Nothing here is tax advice — structure is tax-driven and that belongs with your accountant and Revenue, before heads of terms are signed. 01 5827148 · richardoshea@marymolloysolicitors.com · LinkedIn
General information, not legal advice. This website contains general information about Irish law on business sales and acquisitions. It is not legal advice and does not create a solicitor—client relationship. Every transaction turns on its own facts — the structure, the documents, the parties, the consents required — and advice on yours requires a consultation.
Nothing here is tax advice, and tax drives structure. The choice between an asset sale and a share sale is very largely a tax question, and it should be settled with your accountant or tax adviser, and by reference to Revenue’s own guidance, before heads of terms are signed rather than afterwards. This firm does not advise on tax, does not state rates, thresholds, reliefs or conditions, and does not indicate any tax outcome.
No valuation advice. This firm does not value businesses, does not suggest multiples and does not advise on price. Valuation is for accountants and corporate finance advisers, and it is a separate exercise from the legal work.
Never both sides of the same deal. The firm acts for buyers and, in separate transactions, for sellers — but never for both parties to the same sale. Conflicts are checked at first contact, before any substantive discussion, which is why the first email should name every individual and entity involved.
No outcome or timeline is promised. Nothing on this site states or implies that a transaction will complete, that a consent will be obtained, that a warranty claim will succeed, or that any deal will proceed to a particular timetable. Where another jurisdiction is involved, the law of that jurisdiction applies to what happens there and requires local advice; this firm advises on Irish law only.
Fees. Fees are agreed in writing with the client at the outset. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement.