---
title: "Retail lease assignment (NSW): request for consent, assignor's protection steps and deed of assignment with lessor's consent"
url: "https://ailawframework.com/precedents/commercial-property-and-leasing/retail-lease-assignment-consent-and-deed-nsw"
type: "precedent"
site: "AI Law Framework"
id: "a10-retail-lease-assignment-consent-and-deed-nsw"
area_id: "A10"
kind: "deed"
ai_level: "yellow"
version: 1
task_ids: ["A10-T1-R9"]
law_stated_as_at: "2026-10-18"
---

# Retail lease assignment (NSW): request for consent, assignor's protection steps and deed of assignment with lessor's consent

> A pack for assigning a NSW retail shop lease: the lessee's written request for consent, the s 41 and s 41A disclosure steps and timeline, and a deed of assignment and consent between lessor, assignor, assignee and…

Canonical page: https://ailawframework.com/precedents/commercial-property-and-leasing/retail-lease-assignment-consent-and-deed-nsw  
Law stated as at: 2026-10-18

Site index for agents: https://ailawframework.com/llms.txt

A pack for assigning a NSW retail shop lease: the lessee's written request for consent, the s 41 and s 41A disclosure steps and timeline, and a deed of assignment and consent between lessor, assignor, assignee and guarantor.

## Key facts

- Kind: Deed. A deed that must be executed as a deed.
- Practice area: [Commercial Property & Leasing](https://ailawframework.com/precedents/commercial-property-and-leasing.md)
- Jurisdictions: New South Wales
- AI level: Yellow. AI can help in set ways. A lawyer checks specific points before use.
- Law stated as at: 2026-10-18
- Status: Maintained. Checked on 2026-10-18 against the 4 authorities it cites, for New South Wales.

## When to use it

Use when a retail shop lease in NSW is being assigned, usually on the sale of a business, and the lease requires the lessor's consent. For a non-retail lease, use the deed and drop the Retail Leases Act steps.

## Used for these tasks

- [Draft assignment or subletting consent papers](https://ailawframework.com/practice/commercial-property-and-leasing.md#A10-T1-R9)

## How AI may be used

AI may prepare the request, the timeline and the deed from the lease, the business sale contract and the parties' details; the lawyer checks the lease's assignment clause, the statutory steps and every date before anything is sent or signed.

**AI may:**

- Extract the assignment, guarantee, security and costs clauses from the lease and list what the lease requires
- Build the s 41 and s 41A timeline from the proposed settlement date
- Populate the request letter and the deed from the business sale contract and company searches

**AI must not:**

- Must not complete the assignor's disclosure statement content, which is the assignor's own statement and loses protection if materially false or misleading
- Must not agree to pay the lessor any amount that is not a substantiated, reasonable legal or other expense
- Must not state that consent has been given or deemed without the lawyer checking the dates and the lessee's compliance with s 41

**The lawyer checks:**

- The request was made in writing, with the information the lessor may reasonably require about the assignee's financial resources and retailing skills
- The updated lessor's disclosure statement (or the lessee's substitute) was given to the assignee, and the 28-day decision period has been calculated from the later of the request and compliance
- For assignor protection, the updated lessor's disclosure statement and the assignor's disclosure statement went to the assignee, and the copy and disclosure confirmation went to the lessor, at least 7 days before the assignment
- Guarantees, security bonds or bank guarantees from the assignee are in place and the assignor's security is to be returned

## Authorities

- [Retail Leases Act 1994 (NSW) s 39 (only grounds on which consent to assignment can be withheld; reasonable substantiated expenses)](https://legislation.nsw.gov.au/view/html/inforce/current/act-1994-046)
- [Retail Leases Act 1994 (NSW) s 40 (key-money on assignment prohibited; security from the assignee permitted)](https://legislation.nsw.gov.au/view/html/inforce/current/act-1994-046)
- [Retail Leases Act 1994 (NSW) s 41 (procedure for consent: written request, information, updated lessor's disclosure statement, 28-day decision period, deemed consent)](https://legislation.nsw.gov.au/view/html/inforce/current/act-1994-046)
- [Retail Leases Act 1994 (NSW) s 41A and Sch 2A (assignor's protection: disclosure at least 7 days before assignment; assignor's disclosure statement and disclosure confirmation)](https://legislation.nsw.gov.au/view/html/inforce/current/act-1994-046)

## Full text and drafting notes

The full text and the drafting notes are not part of this public page. Signed-in firm accounts can read them at https://ailawframework.com/precedents/commercial-property-and-leasing/retail-lease-assignment-consent-and-deed-nsw and through the signed-in MCP connector https://ailawframework.com/mcp/firm.

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*