When Should You Tell Your Landlord You’re Selling Your Business?

You are on the verge of closing. The buyer is ready, the purchase agreement is signed, financing is lined up, and everyone is waiting on one last signature before we can call it a close. But your landlord has gone silent. Calls unanswered. Emails ignored. The lease assignment cannot move forward without consent, and suddenly your entire deal hangs by a thread.

This is the nightmare you do not know exists - until it does.

When you sell a business that operates out of leased space, the lease is not just four walls and a roof. It is the location, the foot traffic, and the customer loyalty tied to that address. To the buyer, it is often one of the most valuable assets of the transaction. But if the lease has a “consent” clause, you usually cannot just hand it over, or even sell majority stock in your business, without the landlord’s written approval. This makes the landlord an uninvited, but inevitable gatekeeper to your exit.

Most stock or asset purchase agreements build this reality into “contingencies”, or conditions that must be met prior to close. Buyers typically insist that the lease be transferred on terms acceptable to them, which gives them broad discretion to walk away if the landlord delays or imposes new conditions. While the language often frames the responsibility as the buyer’s, the seller is the one who suffers if consent is not obtained. A stalled or unreasonable landlord can give the buyer an easy out, leaving the seller with a failed transaction and wasted time.

That is why timing matters. Sellers should not wait until the end to involve the landlord. The conversation should begin early in the process, before negotiations are too far advanced. Some landlords, particularly the more disengaged ones, view this moment as leverage and may demand rent increases, additional deposits, or amendments unrelated to the sale. By the time these demands reach the buyer unfiltered, confidence is shaken, and the deal is already at risk.

The goal for the seller and counsel should be to surface issues early, iron out unexpected hurdles, and prevent surprises that give the buyer a reason to walk. In some cases, the seller may even resolve matters directly, such as negotiating a breakage fee or addressing outdated clauses, before the buyer ever encounters an unexpected issue.

Landlord consent should never be treated as a formality. Even when contingencies protect the buyer, sellers who leave the issue unattended risk giving away control of the transaction. The prudent move is to engage early, anticipate the landlord’s leverage, and clear obstacles before they derail the deal. Done right, a consent to lease transfer is a manageable step. Done wrong, it will have you losing sleep over your landlord.