Preparing early is the most effective way to preserve momentum on a sale of any food business operating from commercial premises. In the food sector, buyers look beyond the balance sheet and focus closely on whether the property framework supports uninterrupted and compliant operations. Title, searches, enquiries, planning, licensing and regulatory compliance are scrutinised as proxies for operational risk.
Ensuring the real estate workstream is diligence‑ready from the outset reduces delay and limits the scope for extensive warranties, indemnities or completion conditions. Importantly, it also gives sellers greater control over how known risks are managed and presented, rather than reacting to issues as they emerge under buyer scrutiny.
Six steps to get sale-ready
1. Title and searches
Work with your real estate lawyer to assemble the title pack for each freehold or leasehold property. This includes the Land Registry title and plan together with any ancillary deeds. For leasehold sites, collate the executed lease and all related documentation, for example, variations, side letters, rent deposit deeds and licences for alterations. Obtain confirmation of the current rent and service charge position and any recent invoices.
If you intend to provide bundle of searches, ask your lawyer to commission the standard commercial property searches.
A preliminary review of title by your real estate lawyers is advisable. Restrictions, charges, covenants or irregular boundaries can then be identified and resolved or, where resolution is not possible, clearly explained to the buyers before they hinder the timetable. In food sector transactions, title issues are rarely deal‑breakers, but they frequently become negotiating points if identified late and under time pressure.
2. Occupier evidence
Where third‑party occupiers are in place, ensure the buyers can quickly verify the occupational position. Prepare an occupier schedule summarising the identity of each occupier, the area held, key terms and expiry dates, and whether the occupation is protected under the Landlord and Tenant Act 1954.
Provide copies of all leases, licences, rent deposits and any supplementary agreements. In operational businesses, uncertainty around occupation often translates into concerns about control of key facilities, service yards or storage areas. Presenting a clear occupational picture early helps prevent expanded enquiries and avoids last‑minute pressure once operational dependencies are identified.
3. Prepare replies to Commercial Property Standard Enquiries
You should anticipate providing full replies to the Commercial Property Standard Enquiries (CPSE). The replies will need to be accurate, consistent and supported by the documents to which they refer. These replies constitute formal representations by sellers, so it is important they are accurate. Early preparation allows sellers to address gaps in documentation or knowledge.
4. Regulatory compliance documentation
For food businesses, regulatory compliance is not simply a property issue; it underpins the buyer’s ability to operate from day one. Buyers will expect a complete and current compliance record to assess environmental exposure, safety risk and ongoing operating costs.
For each property, obtain regulatory compliance documentation:
- Energy Performance Certificates and recommendations reports for each property
- A written and current fire risk assessment
- Asbestos management survey, register and plan
- Any electrical installation condition reports and gas safety certificates to comply with regulations
- Any documentation to comply with environmental law (e.g. environmental authorisations, permits, trade effluent consents)
- Health and safety documentation relevant to site operations.
Providing these documents up front supports a smoother due diligence process and reduces the risk of issues emerging late in the transaction.
5. Planning status and consents
Collate all planning permissions, approved plans, and evidence of discharge of conditions for operational installations such as extraction systems, flue stacks, external condensers, chillers, silos and tanks, yard canopies, plant platforms, loading docks, and mezzanines together with building regulations approvals and completion certificates.
Confirming lawful use is particularly important for food businesses, where specialised installations and processes often fall outside standard commercial use. Buyers will want clear evidence that extraction, processing, storage and loading arrangements are authorised and can continue without interruption.
6. Licensing: transferability, continuity and compliance
Where the business relies on a premises licence or other operational licences, collate all relevant licences early. Buyers will need to understand the steps required to transfer control lawfully on completion.
Real estate as part of exit planning
In food sector transactions, real estate issues are rarely abstract. They go directly to continuity of trade, regulatory exposure and operational resilience. A clearly documented and well‑supported real estate position allows buyers to focus on production, logistics and growth, rather than remedial risk.
For sellers, this preparation is not just about efficiency. It is a practical way of protecting value in a sector where timing, compliance and uninterrupted operation are fundamental to a successful exit.
About the author
Rebecca Bond is a senior associate within the Birketts’ commercial real estate team. She advises corporate clients and property owners on securing, leasing, and disposing of commercial real estate, including those who operate in the food and drink sector.
