Consent to an assignment
For the tenant’s steps, see assigning the lease. For the landlord, under a retail lease:
- The grounds are limited. You may withhold consent only on the grounds in s 60(1) of the Retail Leases Act 2003 (Vic): a use the lease does not permit, insufficient financial resources or business experience, non-compliance with the lease’s reasonable assignment provisions, or missing business records on the sale of an ongoing business.
- Ask for what you need. The tenant must give you the information you reasonably require about the incoming tenant’s financial resources and business experience (s 61(2)). Ask early and specifically, for example for financial statements and the directors’ business history.
- Respond within 28 days. You must deal with the request expeditiously. If the tenant has complied with s 61 and you have not given written notice consenting or withholding consent within 28 days after the request, you are taken to have consented (s 61(6)). If the request is incomplete, say so in writing straight away and identify what is missing.
- Your disclosure statement. If the tenant asks for a current disclosure statement to give the incoming tenant, provide it within 14 days. Otherwise the tenant is excused from that step and you commit an offence (s 61(5)).
- Security and conditions. The Act’s ban on key money does not stop a landlord requiring a bond, deposit or guarantee, including from directors (s 23(3)(e)). A tenant’s failure to comply with the lease’s reasonable assignment provisions, which often deal with new security, is a ground for refusal (s 60(1)(c)).
- The outgoing tenant’s release. If the tenant gives you and the incoming tenant an accurate assignment disclosure statement for an ongoing business, the outgoing tenant and its guarantors are not liable for the incoming tenant’s obligations (s 62).
Under other leases, where assignment needs consent, consent is not to be unreasonably withheld unless the lease expressly provides otherwise (Property Law Act 1958 (Vic) s 144(1)). The 28-day deemed consent does not apply, but the lease may set its own conditions and timetable. For the wider retail rules, see our guide to the Retail Leases Act.
Subleases, licences and mortgages of the lease
A retail lease may give you an absolute discretion to refuse consent to a sub-lease, licence or concession over all or part of the premises, to the tenant parting with occupancy rights, or to the tenant mortgaging its interest in the lease (s 63). Without such a clause, the lease’s own wording governs. Under other leases, the PLA rule above extends to underletting and parting with possession. See subleasing.
Consent to alterations and fit-out
The Retail Leases Act sets no general rule for a tenant’s request to alter the premises, and PLA s 144 does not cover alterations. The lease decides: some leases let the landlord refuse for any reason, others require that consent not be unreasonably withheld. Unless the lease or the parties provide otherwise, a tenant owns fixtures and alterations it paid for and may remove them before the lease ends, restoring the premises or paying the reasonable cost of doing so (PLA s 154A). Before consenting, consider requiring:
- plans and specifications, and details of the builder;
- any building or planning permits the work needs, before work starts;
- insurance, and work by licensed or registered trades; and
- agreement on who owns the work, and whether it must be removed and the premises made good when the lease ends. See make good.
Change of permitted use
A change of use usually needs a variation of the permitted use clause, not just a consent. Check that the new use is lawful for the premises and does not conflict with other tenants’ rights or your insurance. On an assignment of a retail lease, you may refuse consent if the incoming tenant proposes a use the lease does not permit (s 60(1)(a)). Record an agreed change by deed: see lease variation.
Your mortgagee's consent
Many mortgages require the lender’s consent to an assignment, a sublease, alterations or a change of use. Check yours as soon as a request arrives. The Act does not extend the 28 days in s 61(6) to allow for the lender, so ask early. Under a retail lease, your reasonable expenses of obtaining necessary consents to an assignment or sublease are recoverable (s 51(2)), but your expenses of obtaining a mortgagee’s consent to the lease itself are not (s 51(1)(b)).
Costs and key money
- Costs. Under a retail lease, you may recover reasonable legal and other expenses connected with an assignment or sublease, including investigating the proposed assignee or sub-tenant (s 51(2)). Under other leases, you may require a reasonable sum for legal and other expenses of the consent (PLA s 144(1)).
- No premium. Under a retail lease, you must not seek or accept key money, which the Act defines to include a premium for consenting to an assignment or sublease, or for a variation or renewal, where there is no real consideration for it. Consideration for the goodwill of a business carried on at the premises is also prohibited, with limited exceptions. Seeking either is an offence, and the tenant can recover what it paid (ss 3 and 23). Under other leases, the PLA implies that no fine is payable for consent, unless the lease expressly provides otherwise (s 144(1)).
Documenting the consent
Unless it says otherwise, a consent extends only to the permission actually given, and does not stop you acting on a later breach (PLA s 143). So:
- give consent in writing, describing exactly what is approved;
- for an assignment, use a deed of consent signed by you, the outgoing and incoming tenants and the guarantors, recording any new security and the incoming tenant’s promise to comply with the lease;
- make consent conditional where needed, for example on a new bank guarantee being delivered; and
- diarise 28 days from the day the request is made, and keep a record of what was received and when.
For tenants. Ask in writing, send everything the lease and the Act require at once, and keep proof of when you sent it. Under a retail lease, the 28-day deemed consent applies only if you have complied with s 61.
How we help
- A free 15-minute phone call when a request arrives.
- Assessing assignment and sublease requests against the lease and the Act, within the 28 days.
- Deeds of consent, assignment and sublease, and conditions for alterations.
- For tenants, preparing a complete request.
Common questions
Can’t see your question? Call 1800 776 529 or send us a message.
Under a retail lease, only on the grounds in s 60 of the Retail Leases Act, such as a use the lease does not permit or the incoming tenant’s lack of financial resources or business experience. Under other leases, consent generally cannot be unreasonably withheld unless the lease expressly provides otherwise.
Under a retail lease, 28 days. If the tenant has complied with the Act and the landlord has not given written notice of its decision within 28 days after the request, the landlord is taken to have consented.
It depends on the lease. Neither the Retail Leases Act nor the Property Law Act sets a general rule on consent to alterations, so the lease decides whether consent can be refused and on what conditions.
Under a retail lease, it can recover its reasonable legal and other expenses, but cannot charge key money or a premium for its consent. Under other leases, the Property Law Act implies that no fine is payable for consent unless the lease expressly provides otherwise, but reasonable expenses can be recovered.
Law referred to
- Retail Leases Act 2003 (Vic) ss 3 (definition of key-money), 23, 51, 60, 61, 62 and 63.
- Property Law Act 1958 (Vic) ss 143, 144 and 154A.
Last reviewed: October 2026, by a Victorian solicitor with a current practising certificate. This page is general information about Victorian law as at October 2026. It is not legal advice about your lease.
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