160 Quarry Park Blvd SE, Suite 300 · Calgary, Alberta
160 Quarry Park Blvd SE, Suite 300 · Calgary, Alberta
Home / Real Estate Law / Commercial Real Estate
Buying, selling or leasing commercial property in Calgary? We handle the contracts, due diligence and registrations so your investment is protected from day one.
Quick answers
We negotiate and document commercial purchases, sales and leases, investigate the property, and register your interests at Land Titles.
Commercial deals carry more risk than a home purchase. There is no standard consumer protection, contracts are negotiated from scratch, and a missed zoning issue, environmental problem or unfavourable lease can cost far more than the legal work to prevent it. OLEX Legal acts as a commercial real estate lawyer for Calgary investors, owner-operators, landlords, tenants and growing businesses.
Our work includes:
Where the deal involves a business as well as its real estate, we work alongside our buying and selling a business team so the property and the business transfer together.
A clear rent and cost-sharing structure, term and renewal rights, permitted use, repair obligations, and fair assignment and default terms.
A commercial lease is often a business’s biggest long-term commitment after payroll. Unlike residential tenancies, Alberta commercial leases are governed mainly by the lease itself, so what you sign is what you get. We act for both landlords and tenants.
Key terms to get right include:
Tenants with a longer lease should also consider registering a caveat to protect the lease against a future buyer or lender of the property.
Never sign an offer to lease without review. It is often binding and fixes the key terms before the full lease is drafted.
In focus
| Lease type | Who pays operating costs | Typical use |
|---|---|---|
| Gross lease | Landlord pays most costs out of a single rent | Small offices, short terms |
| Semi-gross (modified gross) | Costs shared, often with caps or base-year increases | Multi-tenant office buildings |
| Net lease | Tenant pays base rent plus a share of some costs, such as taxes | Retail and office |
| Triple net (NNN) | Tenant pays base rent plus its share of taxes, insurance and maintenance | Retail plazas, industrial, single-tenant buildings |
Check title, zoning and permits, environmental condition, existing leases and tenant estoppels, and the building’s physical and financial condition.
Commercial purchase agreements usually give the buyer a due diligence period, then the deal goes firm. Use that window well, because afterwards the risk is largely yours.
We coordinate the legal pieces with your surveyor, engineer, environmental consultant and accountant, and report the results before your condition deadline.
Usually with a registered mortgage plus added security such as an assignment of rents, a general security agreement and personal guarantees.
Commercial lenders typically ask for more than a mortgage on title. Expect a term sheet or commitment letter followed by a package of security documents, which may include:
We review the commitment letter before you accept it, flag covenants and reporting obligations that could put you in default, and explain what a personal guarantee exposes you to. On the sale side, we arrange payouts and discharges so you deliver clear title. Remember that GST generally applies to commercial real estate, and how it is collected or self-assessed depends on whether the buyer is a GST registrant.
A caveat is a notice on title that protects an unregistered interest, such as a purchase agreement, lease or option.
Under Alberta’s Land Titles Act, the register generally decides priority between competing interests. A caveat is a notice filed on title that warns anyone searching that you claim an interest in the land, and it protects your place in line.
Common reasons to register a caveat include:
A caveat must be based on a real legal interest. Registering one without proper grounds can lead to it being removed and to a claim for damages. When a caveat is registered against your property, there are procedures to require the caveator to prove its claim in court or lose the caveat. We handle both sides.
Contractors and suppliers can register a lien against title within set deadlines, and owners protect themselves through holdbacks and careful payment practices.
Alberta’s Builders’ Lien Act was amended and renamed the Prompt Payment and Construction Lien Act, in force since August 29, 2022. It adds prompt payment rules and dispute adjudication to the lien system.
Key points for owners, buyers and contractors:
For buyers, an unexpected lien on title can derail financing or closing. We search for liens, confirm recent work has been paid, and negotiate holdbacks or indemnities where needed. If a lien is registered against your property, act quickly: deadlines under the Act are strict for everyone.
Often, yes: they run with the land and can restrict use, height and design or give others rights to cross or use your property.
Many commercial properties carry registered interests that bind every future owner. They can quietly defeat a redevelopment plan if you do not catch them during due diligence.
We read the actual registered documents, not just the title summary, and explain how each one affects your plans. Where a covenant is outdated or blocks a sensible use, it may be possible to negotiate a release or apply to court to discharge or modify it.
Often, yes: a corporation can limit liability and ease future sales or partner changes, but tax and lender requirements should drive the decision.
Many investors hold commercial real estate in an Alberta corporation, sometimes a separate company for each property. Potential benefits include:
There are trade-offs. Lenders usually require personal guarantees from the owners, which reduces the liability shield for the loan. Rental income earned in a corporation is often taxed differently from active business income, so speak with your accountant before you choose a structure. If co-owners are involved, a shareholder agreement should cover funding, decision-making and exit.
We can incorporate the purchasing company, prepare shareholder and business agreements, and make sure the corporation, not you personally, is named correctly in the purchase agreement and on title.
FAQs
Do I need a lawyer for a commercial lease?
It is strongly recommended. Commercial leases are long, negotiated documents with few statutory protections, and small wording differences on operating costs, repairs, assignment or guarantees can have large financial effects. A review before you sign the offer to lease gives you the most leverage to change terms.
What is a tenant estoppel certificate?
It is a signed statement from a tenant confirming key lease facts, such as rent, deposits, lease term, amendments and whether the landlord is in default. Buyers and lenders rely on estoppels to confirm that the leases match what the seller described, and the tenant is generally bound by what it confirms.
How long is the due diligence period on a commercial purchase?
It is negotiated in each deal and depends on the property and the buyer's needs. Complex properties requiring environmental or building studies need more time than a simple purchase. We help you set realistic deadlines and, if needed, negotiate extensions before conditions expire.
Can a contractor put a lien on my commercial property?
Yes. Under the Prompt Payment and Construction Lien Act, contractors, subcontractors and suppliers who improve the land can register a lien against title if they are not paid, within strict deadlines. Owners can protect themselves by keeping the required holdback and documenting payments.
Is GST charged on commercial real estate in Alberta?
Generally, yes. Sales of commercial real property are usually subject to GST, although how it is paid differs: a GST-registered buyer typically self-assesses, while the seller collects it from a non-registrant. The rules have exceptions, so get tax advice early and make sure the purchase agreement deals with GST clearly.
Can a restrictive covenant be removed from title?
Sometimes. A covenant can be discharged if everyone who benefits from it agrees, and Alberta's Land Titles Act allows the court to discharge or modify a covenant in certain circumstances, such as where it has become obsolete. Each case depends on the covenant's wording and the surrounding facts.
This information is general and is not legal advice. For advice on your situation, book a consultation.
Book a consultation to review your purchase, sale or lease before you commit.
or call 587-333-4358
