Commercial real-estate transactions may be structured as a direct asset transfer, an equity acquisition of the project company, a long lease or a joint venture. The structure changes approval, tax, debt, employment and liability outcomes but does not eliminate underlying land, planning or title defects. Start with the commercial objective, asset perimeter, holding chain and exit plan.
Preserve originals, authenticated registry results, dated communications and payment evidence. Build separate regulatory, contractual and dispute timelines because an administrative complaint does not necessarily preserve a civil deadline.
Subject to editorial and legal review. Property regulation and procedure vary by asset, locality and transaction date. Urgent preservation, enforcement and limitation issues require specific advice.
Choose and test the structure
Compare asset, equity and contractual-control structures for transfer restrictions, consent, tax, legacy liabilities, financing and closing mechanics. Investigate substance as well as labels.
Title and land diligence
Obtain the register, land grant or allocation documents, payment evidence, cadastral plan, remaining term, approved use, buildings, mortgages, seizures, easements, leases and pre-emption rights. Verify source records independently.
Planning, construction and operation
Trace planning and construction permits, design changes, acceptance, fire and environmental status and licences for the intended operation. Quantify noncompliance and whether it can lawfully be cured.
Income and occupation
Review every lease, amendment, deposit, incentive, arrears, side letter and property-management arrangement. Reconcile the rent roll to invoices, bank receipts and occupied area.
Project-company diligence
For equity deals, examine ownership, capital, debt, guarantees, tax, contracts, employment, litigation, compliance and related-party balances. Secure control of chops, accounts, licences and systems at closing.
Closing and post-closing
Use conditions for approvals, releases, registration, payoff and tenant consents. Define risk transfer, taxes, adjustments, escrow, title delivery, indemnity security and operational handover.
Checklist
- Structure and approval analysis.
- Registry, land and cadastral file.
- Permit and compliance matrix.
- Tenancy and income reconciliation.
- Debt, security and litigation searches.
- Tax and funds-flow model.
- Closing and handover deliverables.
Official sources
- State Administration for Market Regulation: Urban Real Estate Administration Law
- Ministry of Commerce: Real Estate Registration Rules (2024 revision)
Law checked: September 11, 2026. Official Chinese texts, local rules, registrations and transaction documents control.
