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Introduction

When offers are made on your commercial property, there are several common stages that follow before a sale is agreed. Understanding how offers are presented, evaluated and negotiated can help you make informed decisions and reduce the risk of delays or failed transactions.

This guide explains the process of receiving an offer and agreeing to sell your commercial property.

Offers on Your Commercial Property

Most offers for commercial property are submitted through your appointed agent. Agents are legally required to pass on all offers promptly and in writing, regardless of whether they believe the offer is acceptable or not.

You are under no obligation to accept any offer received. The decision remains entirely yours as the property owner.

Your agent will usually provide advice on:

  • The strength of the offer relative to market value
  • Buyer credibility and motivation
  • Current market demand
  • Comparable evidence from similar properties
  • Negotiation strategy

Once you decide whether to accept, reject or negotiate, your agent will confirm your response formally to the buyer.

Assessing the Strength of an Offer

Price is important, but it is not the only factor to consider.

A strong offer typically includes:

  • Proof of funds or finance arrangements
  • A realistic timetable for completion
  • Minimal conditionality
  • A motivated buyer
  • A reputable solicitor instructed

In some cases, a slightly lower offer from a financially secure buyer may be preferable to a higher offer with uncertain funding.

Confirming buyer financial position

Before agreeing to a sale, it is advisable to confirm the purchaser’s financial position.

This may include:

  • Evidence of cash funds
  • Mortgage or lending approval in principle
  • Confirmation of deposit availability
  • Company financial information (if a corporate buyer)

Establishing financial credibility early can reduce the risk of the transaction collapsing later.

Negotiating terms of the sale

Commercial property negotiations often involve more than just price. Other factors may include:

  • Completion timescales
  • Conditional offers (subject to survey or planning)
  • Fixtures and fittings included
  • Lease assignments or vacant possession
  • Deposit structure
  • Access arrangements before completion

Your agent will normally manage negotiations on your behalf to achieve the most favourable outcome.

Agreeing Heads of Terms

Once a price and key conditions are agreed, the parties will usually record the agreement in a document known as Heads of Terms (HoTs).

Heads of Terms typically include:

  • Agreed purchase price
  • Property details
  • Buyer and seller information
  • Proposed completion date
  • Special conditions
  • Deposit arrangements
  • Legal representatives

Heads of Terms are not usually legally binding but provide a clear framework for solicitors to proceed.

Instructing solicitors and draft contracts

After Heads of Terms are agreed, solicitors for both parties will begin the legal process.

Your solicitor will prepare:

  • Draft contract documentation
  • Title information
  • Property information forms
  • Supporting documents

Providing a well-prepared information pack at this stage can speed up the transaction significantly.

Considering a lockout or exclusivity agreement

In some transactions, particularly higher value deals, the parties may agree a lockout or exclusivity agreement.

This provides the buyer with a defined period during which the seller agrees not to negotiate with other parties, allowing the buyer to proceed with due diligence confidently.

These agreements can benefit both parties by reducing uncertainty.

Market Conditions and Buyer Demand

If your commercial property is well priced, located in a strong area and marketed effectively, there should generally be interest from buyers, even during more challenging economic periods.

Factors influencing buyer demand in 2026 include:

  • Interest rate movements
  • Lending conditions
  • Sector demand (industrial, retail, office, mixed-use)
  • Investment yields
  • Local economic performance

Your agent should advise you on how market conditions affect negotiations.

Summary

Receiving an offer on your commercial property is a key milestone in the selling process. Evaluating buyer credibility, negotiating terms carefully and confirming financial capability are essential steps before agreeing a sale. Working closely with your commercial agent and solicitor will help ensure a smooth transition from offer to legal documentation and ultimately to completion.