Victoria’s upcoming Section 32 reforms have implications beyond residential conveyancing. In commercial property transactions, the timing of disclosure is only one part of the picture. Existing leases, outgoings, planning controls, building compliance and the intended use of the property can all affect the transaction.

While the general changes to Victoria’s Section 32 vendor statement requirements are covered in our separate article, this article focuses on the practical issues that commercial property vendors and buyers should consider when preparing for or assessing a sale.

Why commercial property transactions need particular attention

Commercial property transactions often involve more than a straightforward transfer of vacant land or a residential property. The vendor statement may need to be considered alongside leases, planning controls, building information, outgoings, services and the proposed use of the property.

The new timing requirements make it important to identify these issues early.

1. Vendors should prepare the Section 32 statement before launching the campaign

The new timing requirements make early preparation important. Vendors should not assume that the Section 32 statement can be finalised after advertising begins or immediately before a purchaser signs.

Before launching the campaign, vendors should work with their solicitor to identify the documents and information required, including:

• current title searches and registered interests;

• planning information and relevant property restrictions;

• building permits, occupancy permits and other relevant building records;

• leases, licences and other occupancy arrangements;

• owners corporation information, where applicable;

• land tax, rates and other relevant property outgoings;

• water and other service information; and

• GST and other tax-related matters requiring appropriate investigation.

Not every item is necessarily a prescribed Section 32 disclosure in every transaction. The documents required will depend on the property, the applicable statutory requirements and the circumstances of the sale.

The practical point is to identify gaps early, rather than discover missing information shortly before the statement is due.

2. Existing leases need more than a quick review

Where a commercial property is sold subject to an existing lease, the transaction may involve issues that are not apparent from the title search alone.

The vendor and purchaser should consider the lease terms, any variations, options to renew, rent review provisions, security deposits or bank guarantees, outgoings recovery arrangements and any relevant landlord or tenant obligations.

Vendors should ensure that relevant lease documents and variations are identified. Buyers should independently review the lease arrangements and assess how they affect the property's income, liabilities and intended use.

3. Changes during the sale campaign should not be overlooked

Commercial property information may change while a property is being marketed. A lease may be varied, an option may be exercised, a new interest may arise or previously supplied information may need correction.

Under the new regime, changes to the vendor statement must be notified to the purchaser in writing before the purchaser signs the contract.

Vendors and their solicitors should therefore have a process for identifying changes and checking whether the statement remains accurate throughout the campaign.

4. Purchasers should use the earlier disclosure period to investigate the property

Earlier access to the vendor statement can give a purchaser more time to identify issues before signing the contract.

Depending on the transaction, buyers may need legal, planning, building, financial or tax advice. They should also review the contract of sale carefully, including any special conditions, due diligence provisions, lease-related arrangements and allocation of costs.

A purchaser should not assume that a right to withdraw or renegotiate will arise simply because an issue is discovered after signing. That depends on the contract and applicable law.

What should commercial property vendors do now?

Vendors planning to sell commercial property should consider taking the following steps before commencing a sale campaign:

1. Engage a solicitor early. Allow sufficient time to identify the required disclosures and obtain supporting documents.

2. Confirm the proposed sale method. An auction, fixed-date sale and private sale may trigger different timing requirements.

3. Review leases and property records. Ensure relevant information is current and any missing documents are identified.

4. Coordinate with the selling agent. Confirm the intended advertising and sale dates so the vendor statement can be made available within the applicable timeframe.

5. Maintain a record of changes. Ensure any material updates to the vendor statement are assessed and communicated in writing before the purchaser signs.

6. Review the contract separately. The vendor statement and contract of sale serve different purposes and should be prepared consistently.

What should commercial property buyers do?

Buyers should request the vendor statement and supporting information as early as possible, then use the available time to investigate the property before signing.

For an investment property, that may include reviewing rental income, lease expiry dates, options, outgoings and the cost of complying with relevant obligations.

For a property intended for redevelopment or owner occupation, planning controls, building condition, permits, access and service arrangements may be particularly important.

Where the transaction is substantial or complex, the purchaser should also consider whether specialist tax, planning, building or financial advice is required.

The practical takeaway

For commercial property transactions, Section 32 compliance is not simply a matter of preparing a disclosure statement. The documents need to be accurate, the timing requirements need to be met, and the purchaser must have an opportunity to investigate the matters relevant to the transaction.The upcoming Section 32 reforms make early preparation and coordination more important in Victorian commercial property sales.

If you are buying or selling commercial property in Victoria, Alteris Legal can assist with preparing or reviewing Section 32 vendor statements, contracts of sale and the legal issues that arise during commercial property transactions.

Date published: 23 October 2026

Disclaimer: This article, current as at the date stated, is provided for reference only. It does not constitute legal, tax, financial or other professional advice and should not be relied on as legal advice. You should discuss your specific situation with a suitably qualified professional advisor before taking any action.