Selling a Commercial Freehold or Pub

Selling a freehold or a leasehold: what changes

A freehold sale transfers the building and its land, with no end date. A leasehold sale transfers what is left of your lease. In law that is an assignment, and the buyer steps into your shoes as tenant.

The difference shows up in who must agree. A freeholder can usually sell without anyone's consent, unless a community listing or tenants' rights apply. A leaseholder often needs the landlord's consent to assign. Where the lease requires it, the Landlord and Tenant Act 1927 says that consent is not to be unreasonably withheld.

A buyer of a freehold also buys its potential. If a better use could get planning permission, that value sits with the freehold. A leaseholder usually needs the landlord's consent to alter the building or change its use, so that upside is harder to reach.

If you own the freehold, find out what that potential could be before you choose a route.

Routes to sell, and what sets the timing

Most commercial freeholds sell by one of five routes. Each one runs on a different clock, and the clock is set by people and paperwork, not by the route's name.

1. Open market through an agent. The building is marketed, offers come in and the buyer then surveys and arranges finance.
2. Auction. The terms are fixed in advance, so buyers do their checks before the sale day.
3. Direct to a buyer. One buyer reviews the building without a marketing period, then surveys and agrees terms.
4. Sale with planning. The price, or part of it, depends on a planning consent being granted first.
5. Joint venture. You put the building into a scheme and share in what it becomes, through a joint venture.

What slows a sale is usually the same on every route. A title with gaps, unclear tenancies, a missing licence or an asset of community value listing all add time. So does a buyer whose finance depends on a survey.

An empty building also costs you while it waits. GOV.UK says empty commercial buildings get relief from business rates for 3 months, and industrial buildings for 6 months. Full rates then usually apply. Our guide to business rates on empty commercial property sets out the options.

Selling a pub: the asset of community value listing

A council can list a building as an asset of community value. Under the Localism Act 2011, it must think the building's main use furthers the social wellbeing or interests of the local community. A listing lasts 5 years from the date of the entry.

A listing does not stop you owning, trading or selling. It controls when you can sell. Before most sales, you must tell the council in writing. Three periods then run from the day the council receives your notice.

The London Plan puts it plainly: the right to bid "is not a right to buy". You can turn the group's offer down. Some sales are exempt from the moratorium; the 2012 regulations list them in Schedule 3.

If the listing costs you money, you can claim compensation from the council. The regulations name delay in agreeing a sale as one type of claim.

The rules are changing. The English Devolution and Community Empowerment Act 2026 amends them and adds a community right to buy. When we checked on 4 November 2026, legislation.gov.uk showed that section in force only for specified purposes. Check the current position before you sell. Then look for your building on the council's list before you set a timetable.

Viability and marketing evidence for a pub

Since 1 September 2020, a pub has sat outside every use class in England. It is sui generis. A change of use needs planning permission, and the council's local policy on pubs will apply.

Most buyers who want a pub for another use will ask one question first. Will the council accept that the pub has no future as a pub? The answer rests on marketing and viability evidence.

1. National policy. The NPPF 2026, in policy HC6, asks for evidence that a pub was marketed for its existing use without success for at least 12 months.
2. London. London Plan policy HC7 asks for marketing as a pub for at least 24 months, at a price agreed after an independent valuation.
3. Borough policy. Boroughs add their own tests. Lambeth's policy ED9, for example, asks for a viability report as well as 24 months of marketing.

Campaign groups take part too. CAMRA publishes guidance for local campaigners on listing a pub as an asset of community value. It also shows them how to use the planning process to keep a pub open. Expect a viability case to be read closely.

For a seller, this changes the deal. A buyer who must prove the pub has no future will price that time and risk in. A clean marketing record, kept from the start, makes your pub easier to sell for another use. Our guide to converting a pub into flats in London covers the planning case in detail.

Selling with planning: who keeps the uplift

A building with consent for a better use is usually worth more than the same building without it. The question is who pays for the consent, who carries the risk of refusal, and who keeps the difference.

Getting consent yourself keeps the most value, but it puts your money and time at risk. An option or a conditional contract passes that risk to the buyer, who then shares the uplift with you. Our guide to brown discount on commercial property shows how a building's condition also moves the price.

The scheme has to be right before any route makes sense. At Allitsen Road, a derelict members' club, we issued four options, real cost plans and a GDV appraisal in four weeks. Send us the address and our free appraisal tests what your building could become.

Tenants, leases and licences in a sale

A freehold with tenants is sold subject to their leases. The buyer becomes their landlord, so the leases shape what the building is worth and what can be done with it.

1. Business tenants. Under Part II of the Landlord and Tenant Act 1954, a protected business tenancy only ends in the ways the Act sets out.
2. Contracted-out leases. The Act lets a landlord and tenant agree to exclude those rights, so check how each lease was granted.
3. Flats above. The Landlord and Tenant Act 1987 can give qualifying tenants of flats a right of first refusal. It does not apply where non-residential parts exceed 50% of the internal floor area.
4. The premises licence. Under section 42 of the Licensing Act 2003, a buyer who will keep trading can apply to have the licence transferred to them.

A pub with a flat or two above is the common trap. Check the 1987 Act before you agree a sale. If it applies, you must offer the tenants first refusal before selling to anyone else.

A buyer who plans to redevelop will want to know how and when each tenancy can end. Have the leases, any notices served and the licence ready before you market the building. Our change of use team reads them alongside the planning position.

Tax pointers when selling a freehold

This section points you to GOV.UK and HMRC guidance. It is not tax advice.

GOV.UK publishes guidance on each of these taxes. The right answer depends on who owns the building, how it has been used, and whether it has been opted to tax. Take your own tax advice before you agree terms.

Before you sell: a short checklist

Most delays in selling a freehold come from papers that were not ready. Gather these before you speak to an agent, an auctioneer or a direct buyer.

A complete pack lets any buyer move faster and price with fewer unknowns. It also shows you where the real risks sit before someone else prices them.

Send us what you have for a free appraisal. You hear from a director that working day, with the routes that fit. Our view is a developer's, not a valuation; we are not RICS valuers.