Commercial & Corporate

Commercial and retail leases in NSW

For most small businesses the lease is the largest commitment they sign. Sun Lawyers reviews and negotiates leases before you sign, handles the transfer of a lease when a business is sold, and advises on renewals and disputes with landlords in New South Wales. We work in English, Mandarin and Cantonese.

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When you need this

The landlord or agent has sent you a lease or an agreement for lease to sign.
You are buying or selling a business and the lease has to be transferred (assigned).
Your option to renew is coming up.
The landlord wants a personal guarantee or a bank guarantee.
There is a dispute about outgoings, rent review or make good.

What we do

Review the lease and the disclosure statement and explain the real cost: rent, outgoings, make good and guarantees.
Negotiate changes with the landlord or its lawyer before you sign.
Prepare or review the assignment documents and seek the landlord's consent.
Advise on exercising an option to renew and on rent review.
Act for you in a lease dispute, including at mediation.

Points worth knowing

In NSW the Retail Leases Act 1994 (NSW) covers most shop leases: premises used wholly or predominantly for a retail business prescribed by regulation, and any business inside a retail shopping centre. Shops with a lettable area of 1,000 square metres or more are among those excluded. Offices, warehouses and other premises outside the Act are governed mainly by the lease itself.
For a retail lease, the landlord must give the tenant a disclosure statement at least 7 days before the lease is entered into. If it was not given, or was incomplete or materially false or misleading, the tenant may be able to end the lease within 6 months after it was entered into.
A retail tenant does not have to pay outgoings that were not disclosed in the disclosure statement, subject to limited exceptions.
A retail landlord cannot charge the tenant key money or the landlord's cost of preparing the lease, subject to limited exceptions.
A retail landlord can refuse consent to an assignment only on the grounds set out in the Act, for example where the incoming tenant would change the use of the shop, or has lesser financial resources or retailing skills than the current tenant. Once the tenant has made a written request and met the Act's requirements for that request, the landlord has 28 days to decide, and is taken to have consented if it gives no written answer in that time.
When a retail lease is assigned with an ongoing business, the outgoing tenant and its guarantors are released from liability for what the new tenant owes after the assignment only if the disclosure steps in the Act are completed at least 7 days before the assignment and the outgoing tenant's disclosure statement is not materially false or misleading. In other cases the outgoing tenant and any guarantor usually remain liable unless the landlord releases them in writing.
For leases outside the Act, where the lease allows assignment only with the landlord's consent, NSW law provides that the consent cannot be unreasonably withheld.
A retail lease dispute generally has to go to mediation under the Act before court or tribunal proceedings can be taken, other than an application for an injunction.

How we work

01
A first conversation in English, Mandarin or Cantonese about the premises, the business and the documents you have been given.
02
Before any work starts, we confirm the scope of work and our fees in writing.
03
We review the documents, explain the costs and risks in plain language, and negotiate with the landlord or its lawyer where needed.

Common questions

The agent says the lease is standard. Is a review still worth it?

A lease prepared for a landlord is written to protect the landlord. Outgoings, make good, rent review and personal guarantees are common sources of unexpected cost for tenants, and they are far easier to change before signing than after.

I am selling my business. Am I free of the lease once it is assigned?

Not automatically. For a retail lease the release depends on completing the disclosure steps in time. Otherwise you and any guarantor usually remain liable unless the landlord gives a written release. We ask for the release to be written into the assignment documents.

When do I have to exercise my option to renew?

Only in the way and within the period your lease sets out, which differs from lease to lease. If the period is missed, the option is generally lost. Put the dates in your calendar on the day you sign.

Related legal services

Shareholders' agreements and investing in a company

Buying or selling a business

Loan agreements and personal guarantees

Debt recovery and statutory demands

Shareholder and business partner disputes

Commercial contracts

Franchising

Building and construction disputes

Mediation and dispute resolution

Court representation

Commercial & Corporate →

This page is general information about the law applying in New South Wales and is not legal advice. Please contact us about your own situation.

Last updated: October 2026