Property, Leases & Landlord Consent

The consent that sets your completion date — and is almost always asked for too late.

Ask why a business sale completed two months later than planned and the answer is frequently the same: the landlord. Not obstruction — simply a third party with their own timetable, their own advisers and an entitlement to satisfy themselves, engaged after the sale documents were agreed rather than alongside them.

Read the Lease First, Not Last

On an asset sale the lease must be assigned, and most commercial leases require the landlord’s consent. Whether that consent can be withheld depends entirely on the wording: many leases provide that consent is not to be unreasonably withheld, so a 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. The only way to know is to read it at the outset, which is why “we have a lease on the premises” is not an adequate answer to a buyer’s solicitor. What the landlord will generally want: satisfaction as to the incoming tenant’s financial standing; their own costs of dealing with the consent, 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 how unrepaired dilapidations and unpaid service charges surface at precisely the wrong moment. A tenant in low-level breach for years discovers it the day they need something from their landlord.

Continuing Liability, and Why a Share Sale Is Not Automatically Clean

Here is the point sellers most often fail to consider: assigning a lease does not necessarily end your liability under it. 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 defaults on the rent. That belongs on the same list as release from personal guarantees — identified and negotiated before completion, not discovered eighteen months afterwards when a demand arrives. On a share sale the position is generally simpler, because the tenant company does not change and no assignment is needed. But it is not automatically clean: 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. Those are easy to miss precisely because everyone assumes a share sale avoids property questions. Read the lease on a share sale too, and early enough that a consent requirement does not appear a fortnight before completion.

Leased Premises in the Deal?

Send the lease. How long is left, what the assignment provisions say, whether there are change-of-control clauses, and whether anything is in breach - those answers set your realistic timetable.

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Leases & Consent - FAQs

Because on an asset sale the lease has to be assigned, and most commercial leases require the landlord’s consent to an assignment. That consent is not automatic, the landlord has their own timetable and advisers, and they are entitled to satisfy themselves about the incoming tenant - typically requiring financial information, references, and sometimes a guarantee or additional deposit. None of that can be compressed by the parties wanting to complete. It is the single most common reason a completion date moves, and it is almost always started too late, after the sale documents are agreed rather than in parallel with them.

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.