Sector guide · Toy, gift & hobby retail
Licensed product and IP
If you hold licensed product rights, or manufacture under licence, the terms and transferability of those licences are central to the sale..
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If you hold licensed product rights, or manufacture under licence, the terms and transferability of those licences are central to the sale. Territory, exclusivity, minimum volumes, renewal dates and change of control clauses.
The same applies to your own brands and designs if you have them. Registered trade marks, design registrations and the tooling or moulds that go with a product line are real transferable assets, and they are frequently undervalued because owners think of them as background rather than as something being sold.
Queensland retail shop leases: the disclosure and assignment machinery
| Provision | What it requires, and the timeframe |
|---|---|
| Retail Shop Leases Act 1994 (Qld), sections 5A and 5B | Define retail shop lease and retail shop. A retail shop is premises situated in a retail shopping centre, or used wholly or predominantly for carrying on a retail business. Exclusions apply, including premises over 1,000 m². If the Act does not apply to your premises, the disclosure and release machinery below does not apply either. |
| Section 21B | At least 7 days before a prospective lessee enters into a retail shop lease, the lessor must give a draft lease and a disclosure statement. |
| Section 22 | Within 30 days after the lease is signed by the parties, the lessor must give the lessee the signed document or a certified copy. |
| Section 22B, assignor and prospective assignee disclosure | You must give the prospective assignee a disclosure statement and a copy of the current lease at least 7 days before the earlier of entering the assignment agreement or asking the lessor for consent. Subsection (1A) permits later delivery where the prospective assignee gives a waiver notice. The prospective assignee must give you a disclosure statement before the lessor’s consent is requested, and you give the lessor a copy of it when you request consent. |
| Section 22C, lessor and prospective assignee disclosure | At least 7 days before the assignment is entered into, the lessor must give the prospective assignee a disclosure statement and a copy of the lease. |
| Section 22D | A prospective assignee who is not a major lessee must give a financial advice report and a legal advice report before entering into the assignment. |
| Section 22E | Failure to give required disclosure creates a dispute. The party entitled to the document may apply to QCAT within 2 months for an order that it be given. |
| Section 50A, release of assignor and any guarantor | The lessor must release the assignor and any guarantor from the lease where the assignor has complied with sections 22B and 22C. The release is conditional on that compliance. |
Section references are to the Retail Shop Leases Act 1994 (Qld) as published on the Queensland Legislation website, current as at August 2026. Form 7 is the lessor disclosure statement and Form 8 is the lessee disclosure statement, published by the Queensland Government. Your solicitor should confirm which forms and provisions apply to your particular lease before you give anything to a buyer.
Section 50A is the reason the 7 day windows matter
The question every retail seller asks is whether they stay on the hook after the buyer takes over the shop. In Queensland the answer is set by section 50A of the Retail Shop Leases Act 1994, which requires the lessor to release the assignor and any guarantor from the lease. That looks like a clean statutory release, and it is, with one condition attached.
The condition is compliance with sections 22B and 22C. Get the disclosure statements wrong, or deliver them inside the 7 day window rather than before it, and the release is not engaged. You can find yourself still exposed on rent and on make good obligations for premises you no longer occupy and a business you no longer own.
Guarantors matter here too. Where you or a family member personally guaranteed the lease, that guarantee is released on the same condition. A guarantee that survives settlement because a disclosure statement was late is the kind of problem that surfaces two years later when the buyer stops paying rent.
The practical answer is to run the disclosure sequence as a dated checklist, prepared by your solicitor, from the day you accept an offer. Assignor disclosure and a copy of the current lease to the assignee, at least 7 days before the earlier of the assignment agreement or the consent request. Assignee disclosure back to you. Your request for consent with the assignee’s disclosure attached. Lessor disclosure to the assignee at least 7 days before the assignment is entered into. Financial and legal advice reports from the assignee under section 22D. Keep the dated proof of each step in the settlement file.
The Property Law Act 2023 changed what a landlord can do about consent
The Property Law Act 2023 (Qld), Act No. 27 of 2023, commenced on 1 August 2025 and applies to all commercial leases in Queensland, including leases entered into before that date. It sits alongside the Retail Shop Leases Act rather than replacing it.
Section 142 governs a lease requirement for the lessor’s consent to assign. You give a proposal notice and the lessor must respond with a decision notice. Section 142(3) provides that the lessor must not unreasonably withhold consent, and that obligation cannot be contracted out of. Section 142(5) gives the lessor one month to respond after receiving the required information. Section 142(8) allows you to apply to the court where the lessor delays or refuses without justification.
Two other provisions are worth knowing. Section 141 deals with transfer of the reversion, meaning a sale of the premises by your landlord. A buyer of the premises should give the tenant notice of the purchase, and until then the tenant may continue paying rent to the former owner. Sections 143 and 144 deal with the effect of assignment, and provide that on a further assignment the original tenant and guarantors are released from post-transfer liabilities, notwithstanding contrary lease wording.
What this means in a sale is a clock you can plan around instead of an open-ended wait. Supply the landlord with a complete information package in one go: the assignee’s financial position, trading experience, references, and the section 22D reports. The one month period in section 142(5) then runs on a complete file, rather than restarting each time the landlord asks for one more document.
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