When transferring commercial real estate, there is an increasing need for legal advice on legal, technical and financial matters across disciplines and on private and public law rules. This advice is important to ensure value for both buyer and seller.
Buying and selling commercial property raises very different issues to the transfer of residential property. A commercial property is typically acquired for investment purposes, i.e. as an investment that is expected to generate a return over a number of years. A purchase or sale of a commercial property will often have significant financial consequences for the parties involved, and it is therefore important that all aspects of the property are investigated and assessed.
At CLEMENS, we advise a significant number of private and public companies, including private investors, investment companies, real estate funds, public housing organizations, project developers, etc. Through this, we have accumulated extensive experience in transferring all types of real estate, i.e. the property types constitute residential rental properties, mixed properties, industrial properties, logistics properties, office properties, retail properties, project properties, domicile properties, agricultural properties, undeveloped properties, etc. The transfer of commercial real estate is handled both as traditional asset transactions and as corporate transactions.
Through this considerable experience, we have built up a solid and comprehensive knowledge of the real estate market, investors, real estate players and, not least, the market conditions that prevail in the current market. The combination of this experience, the specialized knowledge of our real estate lawyers and the insight into our clients' businesses enables us to provide sharp, targeted, competitive and, not least, value-adding advice.
We can advise on and help with, among other things:
- Traditional due diligence investigations, both at property and company level, including the establishment and management of data rooms. The purpose of due diligence is to uncover the risks associated with acquiring or investing in real estate, including commercial real estate. If you are buying a real estate company, you should be aware that this type of transaction is more complex than a traditional real estate transaction where only the property is traded. A company transaction therefore involves a different risk assessment and more extensive due diligence investigations, as the company's circumstances and obligations in addition to the real estate must also be assessed.
- Negotiating terms for the transfer of commercial real estate. In the vast majority of commercial real estate transactions, it's a good idea to consult a real estate lawyer as early as possible to target the transfer process and ensure the best possible terms of trade.
- Drafting and negotiation of all documents in connection with the transfer of property, including drafting purchase agreements, transfer agreements, purchase right agreements, right of first refusal agreements, co-ownership contracts, etc. The content of the terms and conditions in the individual contractual documents can vary greatly depending on the type of commercial property being transferred. It will therefore often be very valuable to have the real estate contracts reviewed by a Attorney with specialized legal knowledge and insight into the transfer of commercial real estate.
- Advice on the obligation to make an offer and implementation of a procedure for the obligation to make an offer according to the rules on the obligation to make an offer in the Danish Rent Act. According to the rules of the Danish Rent Act, a landlord who wants to sell his rental property must offer the tenants to take over the property before the property can be transferred to another party. The rules on the obligation to make an offer apply to properties that are used solely for residential purposes and have at least 6 residential apartments. In addition, the rules apply to properties that have both commercial and residential tenancies if the property has at least 13 residential apartments.
- Correction of a property transfer either by registration of title to the business property or by completion of the company transfer, including completion of all relevant company law registrations such as holding a closing, registering the new company conditions with the Danish Business Authority and conducting relevant and necessary general meetings. If a company owns a property, a sale of the property will take place through a transfer of the company's shares, i.e. the shares change owner. This transfer does not have to be registered in the land register, but must be registered in the property company's register of owners. Since the transfer of the capital shares is recorded in the company's register of owners, the transfer of properties using corporate transactions does not trigger registration tax - unlike the more traditional asset transactions.
- Clarify the tax, VAT and duty consequences of the transfer. Especially for commercial real estate, it is important to have a full overview of which taxes are triggered by a sale. For example, tax on previously made depreciation and profit on the property, etc.
- Assistance with local plan processes, including ongoing sparring with the owner and the local plan advisor. CLEMENS advises throughout the process, including on the applicable planning legislation and other matters relating to the realization of the specific real estate project. There are many aspects and interests that must be handled in a local plan project, including, for example, in relation to area inventory and area optimization, neighboring interests, requirements from authorities in the road, environmental, nature, construction and utility areas.
