Key takeaway

In 2026, investors in UK commercial real estate face a tighter regulatory environment shaped by building safety reforms, mandatory sustainability standards and enhanced transparency requirements.

For high-net-worth individuals and corporate buyers, particularly in prime locations such as Mayfair and other major areas across the UK, due diligence on UK commercial property transactions requires extra care in this new environment.

Title, planning and leasehold checks for UK commercial property

The foundations of any commercial property acquisition remain the investigation of title. A key check for commercial property transactions by your solicitor is establishing whether the tenure is freeholdor leasehold and, crucially, identify any restrictive covenants or easements that could curtail your operational freedom.

For leasehold purchases, it requires examining the lease for onerous clauses, such as upward-only rent reviews or provisions that limit your ability to sub-let. One interesting legislative development we are keeping our eye on in 2026 is the English Devolution and Community Empowerment Bill, which proposes a ban on upward-only rent clauses. As at time of writing, the Bill remains in the early stages.

Financial and tax considerations when buying UK commercial property

In a typical commercial property transaction, buyers must calculate the Stamp Duty Land Tax (SDLT) liability, which varies depending on whether the purchaser is an individual, a company, or a non-resident entity. The VAT status of the property can make a significant difference in the commercial property transaction process. If the seller has "opted to tax," VAT will be payable on the purchase price, significantly increasing the upfront cash requirement unless the transaction can be structured as a Transfer of a Going Concern (TOGC).

Additionally, buyers should investigate the availability of Capital Allowances on plant and machinery fixtures within the building. In our experience, identifying these allowances early can provide significant tax relief if properly claimed during the preliminary stages.

Building safety checks for UK commercial property and the “Golden Thread”

We are a few years on from the introduction of the Building Safety Act 2022, and it is now fully embedded in the UK commercial property transaction process with the Act making a substantial impact on mixed-use and high-rise commercial assets. By 2026, the transitional periods for many provisions will have expired, meaning the "Golden Thread" of information, a digital record detailing the building’s safety compliance, must be intact and transferable.

What does this mean for investors? Buyers of "higher-risk buildings" (generally those that are at least 18 metres in height or seven storeys, containing at least two residential units) must verify that the Principal Accountable Person has registered the building with the Building Safety Regulator. You need to know whether a Building Assessment Certificate is in place and examine the Safety Case Report.

If the property is a public venue with a capacity of over 200, such as a large retail unit or office block, it now falls under the scope of Martyn's Law (Terrorism (Protection of Premises) Act 2025). Your surveyor must assess whether the physical infrastructure supports the mandatory security protocols required for "Standard" or "Enhanced" tier premises. If significant structural alterations are needed to comply with these anti-terrorism measures, this cost should be factored into your valuations.

MEES compliance for UK commercial property

As at time of writing, we are currently in the second compliance window for the Minimum Energy Efficiency Standards (MEES), and the expected trajectory is set for all commercial rented properties to achieve an EPC rating of 'C' by 1 April 2027, moving towards 'B' by 2030.

What does this mean for commercial property investors? In 2026, purchasing a property with a 'D' or 'E' rating presents an immediate capital expenditure risk. Due diligence must explicitly quantify the "brown discount” (the depreciation in value associated with poor energy performance) and weigh it against the investment required to secure the asset’s future lettability.

Corporate transparency checks in UK commercial property transactions

In 2026, it is also crucial to conduct rigorous checks on the seller’s corporate status. Under the Economic Crime (Transparency and Enforcement) Act 2022 (which we covered in detail here), any overseas entity selling UK land must be registered on the Register of Overseas Entities (ROE) at Companies House. If the seller has failed to update their registration annually, they are legally blocked from transferring the title.

Whether you are purchasing a freehold commercial headquarters in Mayfair, a hotel development in Manchester or a leasehold industrial unit in the Midlands, the principle of caveat emptor - buyer beware - applies with renewed rigour in 2026.

Barnes Law advises high-net-worth individuals, investors and corporate clients on commercial real estate transactions and strategy. Please contact the Commercial Property team at Barnes Law for advice on UK commercial property transactions in 2026.

Written by Barnes Law Managing Partner, Yulia Barnes.

‍