The premises and the parties
Work through these lists with the lease and the letter of offer in front of you.
The premises
- Do the description and plan match what you are getting? Car parks, storage and signage you rely on should be in the lease.
- Is the condition recorded? Photos or a condition report at the start can settle later arguments about repairs and make good.
- Do you need a planning permit for your use? Make the lease conditional on it, or you may be committed without one.
- Are the services adequate? Power, air conditioning and data can be costly to upgrade, and the lease may put that cost on you.
- Is a redevelopment planned? Relocation and demolition clauses decide whether you can be moved or the lease ended early.
The parties and guarantees
- Is the tenant the right entity? The named tenant is liable for the whole term, so check the company name and ACN.
- Is the landlord itself a tenant? If so, your lease depends on its head lease, so ask to see it.
- Is a director’s guarantee required? It puts personal assets at risk, so negotiate a cap, an end date and release on assignment.
- How much security, and when is it returned? A bank guarantee or deposit ties up money or credit for the term.
Term, options and rent
Term and options
- Are the start, end and option dates written as dates? It avoids arguments about when the term or an option window ends.
- How is an option exercised? Outside the Retail Leases Act, a missed deadline or the wrong form of notice can cost you the option.
- What conditions attach to each option? Outside the Act, a condition such as no breaches during the term can put the option at risk.
- How is the rent set on renewal? A market review at the start of an option term can bring a large increase.
Rent and reviews
- Is the rent stated plus GST or including GST? “Plus GST” adds 10% to every payment.
- When and how is the rent reviewed? Fixed, CPI and market reviews produce very different costs over a long term.
- Can the rent go down at a market review? In a retail lease, a clause stopping it is void; in other leases it may be valid.
- Is there a cap on increases? Caps on CPI and market reviews are allowed in retail leases, so you can ask for one.
- Are the incentives in writing? Rent-free periods and fit-out contributions belong in the lease documents, with any repayment terms.
Outgoings, land tax and insurance
Outgoings and land tax
- Which outgoings do you pay, and what share? Under a retail lease, you pay only the outgoings the lease specifies, worked out as it says. See outgoings.
- Have you seen the estimate and last year’s figures? A retail landlord must give an itemised estimate before the lease is entered into.
- Are you asked to pay land tax? Land tax and commercial and industrial property tax cannot be passed on under a retail lease; under other leases they can be if the lease says so.
- Are capital costs or a sinking fund included? They cannot be recovered under a retail lease, with limited exceptions, but may be under other leases.
Insurance and indemnities
- What insurance must you hold? Check the public liability amount and any glass or contents cover, and get a quote before signing.
- How wide is the indemnity? One not limited to your own acts or negligence can make you liable for losses you did not cause.
- Do you pay the building insurance premium as an outgoing? Check what the policy covers and who benefits from it.
Use, fit-out, repairs and make good
Use and fit-out
- Does the permitted use cover the whole business? A narrow use clause can stop you adding products or services, and can put off a buyer.
- Which works does the landlord do before you open? List them, with a completion date and what happens if they are late.
- What approvals does your fit-out need? Consents and certificates take time, so build that into the start date and any rent-free period.
- Are you asked to pay for fit-out under a retail lease? The clause is void unless the cost was disclosed in the disclosure statement.
Repairs and make good
- What must you repair? Under a retail lease, the landlord must maintain the structure, fixtures, plant and equipment, subject to limited exceptions.
- Are there refurbishment obligations during the term? Repainting or recarpeting clauses can be a significant cost.
- What does make good require? Removing the fit-out and reinstating the premises can be expensive, so limit it to the condition at the start, allowing for fair wear and tear. See make good.
Assignment, subletting and default
Assignment and subletting
- Can you assign the lease if you sell the business? Under a retail lease, the landlord can refuse only on limited grounds; under other leases, consent is not to be unreasonably withheld unless the lease expressly provides otherwise.
- Will you be released after an assignment? A retail tenant selling an ongoing business is released if it gives an accurate assignment disclosure statement; under other leases, negotiate a release.
- Can you sublet or share the premises? A retail landlord may keep an absolute discretion over subleases, so ask now if you will need one.
- Does a change in shareholding count as an assignment? Some leases treat a sale of shares in the tenant company as an assignment needing consent.
Default and termination
- What counts as a default? Check the notice periods, and whether minor breaches can end the lease.
- What must the landlord do before ending the lease? For a breach other than non-payment of rent, it must first serve a notice giving you a chance to remedy it.
- Is there a break clause? A right to leave early is easier to agree now than a surrender later.
- What interest and costs apply to late payments? Default interest and enforcement costs add up quickly.
Retail lease extras
If the Retail Leases Act 2003 (Vic) applies, also check:
- Did you receive the brochure and a draft lease when negotiations began? The landlord must give both at that point.
- Did the disclosure statement and final lease arrive at least 14 days before you entered into the lease? If not, the term is taken to start 14 days after you received them.
- Have you held off taking the keys or paying rent? Either can mean you have entered into the lease for the purposes of the Act.
- Is the term, including options, at least 5 years? If not, it is generally extended, unless you give the landlord a waiver certificate from the Victorian Small Business Commission.
- Have you diarised the option reminder? The landlord must give written notice at least 3 months before the last date to exercise an option.
- Are you asked to pay the landlord’s lease costs? The landlord cannot claim its costs of preparing the lease from you.
For the detail, see our guide to the Retail Leases Act 2003 (Vic).
A shorter checklist for landlords
- Does the Retail Leases Act apply? It decides which documents you must give and which clauses work.
- Is the brochure current? A new Small Business Commission brochure applies to negotiations starting on or after 1 July 2026.
- Is the disclosure statement in the right form and on time? Use Schedule 1 or 2 to the Retail Leases Regulations 2023 (Vic), given with the final lease at least 14 days before the lease is entered into.
- Do the lease, statement and outgoings estimate match? A wrong statement can let the tenant withhold rent or end the lease.
- Have void clauses been removed? Land tax, commercial and industrial property tax, capital costs and clauses stopping the rent falling at a market review do not work in a retail lease.
- Is the cash deposit in an interest-bearing account? It must be, and it must be returned within 30 days after the lease ends if the tenant has met its obligations.
- Are the notice dates diarised? Option reminders, renewal statements and end-of-term notices all have deadlines.
How we help
- A free 15-minute phone call to talk through the lease in front of you.
- A lease review: $1,100 including GST ($1,000 + GST) for most leases. See commercial lease review.
- Negotiating the changes with the landlord or its lawyer. We quote in writing before we start.
- For landlords, leases and retail leasing packs.
Common questions
Can’t see your question? Call 1800 776 529 or send us a message.
The term and options, the rent and how it is reviewed, outgoings, the permitted use, repairs and make good, assignment, security and guarantees, and the default clauses. For a retail lease, also check that the landlord gave you the brochure, the disclosure statement and the outgoings estimate on time.
The Victorian Small Business Commission recommends getting a lawyer with retail leasing experience to review a proposed retail lease before you sign. Our lease review costs $1,100 including GST ($1,000 + GST) for most leases.
It depends on how the premises are used under the lease and on the exclusions, such as occupancy costs over $1 million a year, excluding GST, or a listed company tenant. We confirm it before you sign.
Not under a retail lease. Under other leases, it depends on what is agreed.
Law referred to
- Retail Leases Act 2003 (Vic) ss 4, 7, 15, 17, 20, 21, 24, 28, 35, 39, 41, 43, 46, 50, 51, 52, 60, 62 and 63.
- Retail Leases Regulations 2023 (Vic) reg 6, Schedules 1 and 2.
- Property Law Act 1958 (Vic) ss 144 and 146.
- Aldi Foods Pty Ltd v Northcote Shopping Centre Pty Ltd [2024] VSC 799; Northcote Shopping Centre Pty Ltd v Aldi Foods Pty Ltd [2026] VSCA 140.
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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