The commercial property purchase timeline, from first offer to the keys

Buying a shop, office, warehouse or factory isn’t one decision. It’s a chain of deadlines, and the chain is only as strong as its weakest link. Most of the time, that link is finance.

This guide walks through the full timeline of a commercial purchase in Australia, stage by stage: what happens, who does it, which dates are fixed by law rather than by the contract, and where a buyer can use property-secured private lending to stay on schedule. If you already know you need speed, our page on buying commercial property fast focuses on that situation; this guide is the full map.

What are the stages of a commercial property purchase?

Stage	What happens	Who drives it	Watch for
1. Offer	Price, deposit, settlement date and conditions are agreed in principle	Buyer, agent, seller	Agreeing to a settlement date your finance can’t meet
2. Contract review and due diligence	Solicitor reviews the contract; buyer checks title, leases, zoning, building condition and GST treatment	Buyer’s solicitor and advisers	GST treatment not settled before exchange
3. Exchange	Contracts are signed and exchanged, deposit paid	Both solicitors	Unconditional contract signed before finance is certain
4. Finance and conditions	Lender approval, any remaining conditions satisfied	Buyer and lender	Bank timelines longer than the contract allows
5. Pre-settlement	Duty, GST paperwork, clearance certificate, PEXA workspace, final searches	Solicitors and conveyancers	Missing clearance certificate; duty deadline
6. Settlement	Funds move, documents lodge with the land titles office, keys handed over	Solicitors, lenders, PEXA	Any party not ready on the day

The contract sets most of these dates. A handful are set by law, and those are the ones to put in your diary first.

What should you settle before signing the contract?

The best-run purchases do most of the hard work before exchange.

• The buying entity. Company, trust or individual — it affects duty, land tax and the lender’s paperwork. Our page on company or trust-owned property covers what a lender asks for.
• The GST position. Find out from the vendor whether the sale will be taxable, GST-free as a going concern, or under the margin scheme. The ATO says a GST-registered buyer purchasing commercial property for business use can claim the GST in the price, but can’t if the margin scheme is used. If the sale is taxable, you’ll need to fund the GST at settlement and recover it as a credit afterwards — a cash gap worth planning for.
• The going concern test. The ATO says a sale of a going concern is GST-free if it’s for payment, the buyer is registered for GST (or required to be), and both parties agree in writing that it’s a going concern. A fully tenanted building sold with all its leases can qualify; a vacant building on its own generally can’t, because the ATO says the sale of a property by itself isn’t regarded as a going concern.
• Your finance pathway. Ask your lender — bank or private — how long it realistically needs, and negotiate the settlement date to suit.

What happens at exchange?

Contracts are signed by both parties and exchanged, and the deposit is paid as the contract specifies. From this point the buyer is committed on the contract’s terms. If the contract is conditional — on finance or due diligence, for example — those conditions need to be satisfied or waived by the dates in the contract.

Don’t assume a commercial contract carries a cooling-off period. Ask your solicitor what rights, if any, apply to yours before you sign.

When is stamp duty due?

Duty is one of the legal deadlines that doesn’t care about your settlement date, and the rules differ by state.

• New South Wales. Revenue NSW says transfer duty is paid by the purchaser, by the earlier of the settlement date or three months after signing the contract. Overdue amounts attract daily interest.
• Queensland. The QRO says liability usually arises on the contract date, not the settlement date. Where a solicitor lodges as a registered self assessor, documents are lodged online within 30 days of the liability date and duty is paid within 14 days after that.
• Victoria. Commercial and industrial property sits under a reform that began on 1 July 2024. The SRO says an eligible transaction on or after that date brings the land into the scheme; duty is paid on that entry transaction, later transactions are generally duty-free while the property keeps a commercial or industrial use, and an annual commercial and industrial property tax starts ten years after entry. Eligible buyers can choose a government loan from the Treasury Corporation of Victoria to pay the entry duty, secured by a first-ranking statutory charge on the land — something any other lender will need to know about.

Duty is part of the cash you need at or before settlement, so include it in your funding plan alongside the deposit and costs.

What does the vendor need to provide before settlement?

The vendor’s paperwork can hold up your settlement just as easily as your own.

• Clearance certificate. For contracts signed from 1 January 2025, the ATO’s foreign resident capital gains withholding applies to property of any value. Unless the vendor gives you a clearance certificate before settlement, you must withhold part of the price and pay it to the ATO. The ATO says processing can take up to 28 days, so the vendor should apply early. Certificates are valid for 12 months.
• GST notice and agreements. Any going concern or margin scheme agreement must be in writing.
• Lease documents. Current leases, any variations and the tenant details needed to redirect rent.

Where does finance usually slip — and what can you do?

Bank finance on commercial property is often slower than the contract allows. Leases need reviewing, tenants need assessing, the business behind the borrower needs to be understood, and credit committees meet on their own schedule.

That’s where a short-term private loan earns its keep. A private first mortgage can be secured over the property being bought, sometimes with another property added, and is designed to settle quickly. Funding is possible within 24–48 hours for up to $5m once documents are in, and there’s no formal valuation required. Terms run for 1 to 24 months, which gives the bank time to finish its process; the refinance then becomes the exit.

Where you need the deposit or duty rather than the whole purchase price, a second mortgage over existing commercial property can release equity while your current bank loan stays in place. You can check whether your purchase qualifies in about a minute.

Illustrative example: a warehouse with a 45-day settlement

Illustrative: A Melbourne logistics business agrees to buy the leased warehouse next door for $3.2m, with a 45-day settlement. The building is fully tenanted, the seller and buyer agree in writing that it’s a going concern, and the buyer is registered for GST, so the sale is GST-free. By day 30 the bank still hasn’t issued formal approval. The buyer’s solicitor arranges a private first mortgage of $2.3m over the warehouse plus a second mortgage of $400k over the business owner’s existing factory, covering the balance, entry duty and costs. Interest is capitalised. Settlement happens on day 45 through PEXA. Eight months later the bank completes its assessment and refinances the private loans, which are discharged at that settlement.

What happens on settlement day?

Settlement now commonly happens in an electronic workspace such as PEXA, which describes the process as bringing every stage of settlement into one digital workspace, with funds distributed electronically and eligible documents lodged with the relevant land registry — typically within minutes once all parties are ready. Our guide to what happens at settlement walks through the private-mortgage side of that day in detail.

After settlement, notify tenants of the new owner and where to pay rent, update insurance, and diarise the next land tax snapshot date that will catch the property.

Key terms at a glance

• Exchange: the moment signed contracts are swapped and the buyer becomes bound.
• Going concern: a GST-free sale of an operating enterprise, such as a fully tenanted building with its leases.
• Clearance certificate: the ATO document that lets a buyer pay the full price without withholding.
• Entry transaction (Vic): the first eligible sale from 1 July 2024 that brings commercial land into Victoria’s new tax scheme.
• PEXA workspace: the shared online space where solicitors and lenders prepare and complete settlement.

Settle on time, then refinance on your terms

A commercial purchase rarely fails because the property is wrong. It fails because one deadline slips. Get the GST position, duty timing and vendor paperwork sorted early, and have a finance plan that can meet the date even if the bank can’t.

There’s no credit check when you enquire, your details aren’t spread across a list of lenders, and a real specialist reads each one. Tell us the property, the price, the settlement date, what you already own and what’s owing on it — accurate figures mean the first answer is one you can bank on. Start your commercial purchase enquiry.