Buying a café in Australia: get the landlord's consent before the deposit
By Grig Kochedykov · . State Acts as read and quoted in Buying a Small Business in Australia (read 28 September 2026); cases from the published decisions as quoted in chapter 6; read 2 November 2026.
A café in a rented shop is only yours if the lease passes to you. In Australia that takes the landlord's consent. The seller asks for it, but the landlord is judging you: your money, your experience, your plan for the shop.
So the consent is a test of the buyer. Pass it before your deposit is at risk.
In short: four things before you pay
- Ask your solicitor whether the state's retail leases Act covers this lease. A shop or a café usually is covered; a workshop or a warehouse may not be.
- Build your pack for the landlord before the request goes in: proof of your money, your experience in food or retail, references.
- Get the landlord's consent in writing before the deposit leaves your account, or make the contract say what happens if consent does not come.
- Never agree to run the café "under the old lease" while you wait for the consent.
General information, not legal advice. Each state has its own Act; the rules below are for three of them.
The landlord's consent, in three states
| New South Wales | Victoria | Queensland | |
|---|---|---|---|
| When the landlord may refuse | Only on the grounds the Act lists. One of them: your "financial resources or retailing skills" are "inferior to those of the proposed assignor", the seller (s 39(1)(b)) | Four grounds only, including that your money or business experience is not enough for this lease, and that the seller has not given you the business records for the previous three years (s 60(1)) | The book that this post draws on found no closed list of grounds. A condition you consider unreasonable, such as a much bigger bond, is a dispute (s 50(2)) |
| What silence means | 28 days of silence after a proper written request count as consent (s 41) | 28 days of silence count as consent, if the seller did everything the Act asks (s 61(6)) | A month of silence is not consent. It is a dispute (s 50(1)) |
| What you must do yourself | Give the seller what the landlord reasonably needs about your money and retail skills | The same; and in Victoria you step into the seller's lease, with its terms and its years left (s 8) | Give your own disclosure statement, and two reports to the landlord in the approved form: a financial advice report from an accountant and a legal advice report from a lawyer (s 22D(2)), unless you lease five or more shops |
| Also in the rules | No "key-money" for consent, but the landlord may ask for a bond or a guarantee (s 40) | In one case mediated by the Victorian Small Business Commission, the landlord consented once the deposit rose from 1 month's rent to 6 | The seller gives you a disclosure statement and the lease at least 7 days before you sign, or before the landlord is asked, whichever comes first (s 22B(1)) |
Sources: chapter 6 of Buying a Small Business in Australia, a book by Grig Lien, which reads the three Acts section by section: NSW, Victoria, Queensland.
A real case: the ramen shop at Erina
A Japanese noodle shop in a shopping centre at Erina, on the Central Coast of New South Wales. Its owner wanted to hand it on, and the lease had to pass to the person taking it. The centre's owner refused, in writing:
the Lessor does not consent to your proposed assignment as it considers that the proposed Assignee has retailing skills which are inferior to the Assignor.
([2020] NSWDC 7 at [30])
That is ground (b) of section 39, almost word for word.
So the two sides signed a deed instead. The person taking over would keep the shop's profits and bear its losses. The lease stayed in the old owner's name. The shop closed on 30 March 2018. The old owner sued for the rent, the utilities and the other debts of the business. On 28 January 2020 the District Court gave judgment for A$50,690.70 against the person who had run the shop ([207]).
A refusal on ground (b) is an answer, not an obstacle to work around. A business without your own lease gives you its debts without the rights of a tenant.
A second case: the deposit
A pharmacy in a rented shop in Sydney, priced at A$4,025,000. The deposit was 10 per cent: A$402,500, in two halves. The contract made the buyer promise to do everything needed to get the landlords' consent. The landlords asked about the buyer's money and experience. The answers were thin, and some were inaccurate. The deadline passed without consent, and the buyer tried to pull out.
The courts held that the buyer was the one in breach, so the buyer could not cancel the contract. The seller could keep the half already paid and recover the other half ([2010] NSWCA 297 at [7], [12], [52]–[58]).
Same lesson, larger sum: the landlord's file on you is part of the deal.
What to ask the seller, in writing
- Please send me the lease, with every variation, and the landlord's disclosure statement.
- What will the landlord want from me to consent, and when will the request go in?
- What security did you give the landlord?
- In Victoria: please send the business records for the last three years.
- If the landlord asks for a condition I consider unreasonable, will you take it up with the landlord?
Before any of this: the listing
A café listing may give the rent and leave out how long the lease runs. Our free extension for Chrome and Edge reads a business-for-sale listing. "Open a business-for-sale listing and press “Download PDF”. You get a report on the 12 things a check of the business needs: what the listing says about each, and which ones it does not say." Two of the twelve lines are the rent, and how long the lease runs and whether it passes to you. "The extension does not guess: when the page is not clear, the line says “not stated”." Each "not stated" is a question for the seller.
Your next three steps
- The extension. Add to Chrome — free or Add to Edge — free. Reading on your phone? Open this page on your computer. More on our extension page.
- Your account. "Saving a listing takes a My list account. In it, the listings you save from different sites sit in one place." Create my account.
- The check, for the business you would put a deposit on. From our pricing page: "€550: from the public records, which debts can follow the business under the rules that apply where it is, and what decides whether the permit and lease pass to you". It needs "enough to identify the business — its legal name, its registration or tax number, or its trade name and town." Start for €550. "€950: everything in the €550 report, plus the seller's figures checked against the seller's own papers — tax returns or the accounts the company filed." Start for €950. "Your report comes in your language: any of 181, chosen on the order form." "We do not contact the seller." "You pay only if we take it on." Within 12 weeks of receiving the €550 report, pay the price difference for the €950 report: what you paid counts in full.
For the whole method in Australia, from the listing to settlement, read Buying a Small Business in Australia, a book by Grig Lien.
Sources
- Buying a Small Business in Australia, a book by Grig Lien, chapter 6 (Retail Leases Act 1994 (NSW) ss 39–41A; Retail Leases Act 2003 (Vic) ss 8, 60 and 61; Retail Shop Leases Act 1994 (Qld) ss 22B, 22D and 50) (retrieved 2 November 2026)
- Retail Leases Act 1994 (NSW), sections 39–41 (NSW Legislation) (retrieved 28 September 2026)
- Retail Leases Act 2003 (Vic), version 027, sections 60 and 61 (Victorian Legislation) (retrieved 28 September 2026)
- Retail Shop Leases Act 1994 (Qld), sections 22B, 22D and 50 (Queensland Legislation) (retrieved 28 September 2026)
- District Court of New South Wales, [2020] NSWDC 7, 28 January 2020, paragraphs 30 and 207, as quoted in chapter 6 of Buying a Small Business in Australia (retrieved 2 November 2026)
- Court of Appeal of New South Wales, [2010] NSWCA 297, 10 November 2010, paragraphs 7, 12 and 52–58, as quoted in chapter 6 of Buying a Small Business in Australia (retrieved 2 November 2026)
- Provenance Diligence, Free extension (retrieved 2 November 2026)
- Provenance Diligence, Pricing (retrieved 2 November 2026)