The legal and accounting pitfalls of commercial property
The issues that investors in commercial property should consider before buying
7 June 2025 | Author: Heather Powell
Property & Construction lead Heather Powell is joined by Dan Moan, Head of Commercial Property at Devonshire Solicitors, to talk about the issues that investors in commercial property should consider before buying.
They explore the key considerations and complexities that investors face when purchasing commercial property in the UK. Dan, an expert in commercial property law, emphasises the critical importance of thorough preparation and professional advice before acquisition, highlighting the need to understand funding sources, risk profiles, and exit strategies. He stresses the significance of early-stage planning, including tax implications, choice of purchase vehicle (whether buying an asset or a company), and detailed due diligence.

Heather and Dan discuss common pitfalls such as underestimating VAT and Construction Industry Scheme (CIS) compliance, miscalculating stamp duty land tax liabilities, and overlooking corporate tax obligations that can carry hidden risks for buyers. Capital allowances are identified as often overlooked opportunities that can significantly impact cash flow management and investment returns, especially in purchases involving Special Purpose Vehicles (SPVs).
Heather and Dan stress the importance of “heads of terms” as a critical framework for setting expectations and laying out deal details such as income streams, lease liabilities, overage agreements, and service charges. They caution that rushing this process can lead to poor outcomes and highlight the collaborative role lawyers, accountants, and other professionals play in structuring deals efficiently.
They also touch on the challenges and increased transparency requirements associated with purchasing UK property through overseas companies, especially in light of recent legislation demanding registration and disclosure of beneficial ownership. This has caused lenders to reduce risk appetites for such deals, sometimes leading to more expensive financing.
A combination of early strategic thinking, careful due diligence, tax and legal expertise, and ongoing collaboration among advisers is essential for maximising value and mitigating risks in commercial property investments.
If you would like to discuss any of the above, please speak to your usual Blick Rothenberg contact or Heather Powell using the form below.
Contact Heather


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