Subject to finance on a commercial property in NZ: what can still be approved before the finance date

When you’re buying a commercial property in NZ subject to finance, you have one date to beat: the finance condition date. By then you want a clear and certain written offer of finance, which can satisfy the condition before any loan documents are signed. If a lender has your agreement, a valuation basis and the purchasing entity’s details, a property-secured offer can be possible within 24–48 hours. If that won’t happen in time, ask for an extension in writing, through your lawyer, before the deadline.

The rest of this guide works backwards from that date. It covers what the clause actually asks of you, what a fast lender needs, when to ask for more time, and what to do if you have to walk away.

What does “subject to finance” actually require on a commercial property?

Most commercial and business purchases in New Zealand use a standard form. That might be the ADLS/REINZ real estate agreement, which the Law Association of New Zealand (formerly ADLS) now publishes, or a business-sale form. Under these forms the finance condition does three things:

1. It sets a deadline. The finance date is usually written as a calendar date or a number of working days from the date of the agreement.
2. It puts a duty on you. You must take reasonable steps to arrange finance. In Strack v Grey [2019] NZCA 432, the Court of Appeal found against a buyer who had only made preliminary enquiries with one bank.
3. It defines what “arranged” means. In Purewal BS & JK Ltd v Connell Street Ltd [2012] NZCA 42, the Court of Appeal held that the condition is met once an offer of finance is sufficiently clear and certain. You don’t need formal documents with the lender, and you don’t even need to have accepted the offer.

That third point works in both directions. It means a solid offer letter can get you over the line before the lawyers have drawn up a single mortgage document. It also means that once you have that offer, you’re expected to tell the vendor the condition is satisfied. In Purewal, the buyer stayed silent and cancelled later, and lost.

What counts as finance approved under a sale and purchase agreement?

Here are the stages of a lending yes, and whether each one is likely to satisfy a typical finance condition:

What you have	Likely enough?	Why
A broker’s “should be fine”	No	No lender has committed to anything
An indicative decision	Rarely	It says the deal looks workable but leaves the key terms open
A written conditional offer with the amount, term and security set out	Often, if it’s clear and certain	This is the type of offer Purewal was about. Ask your lawyer to check its conditions
Unconditional approval	Yes	Every lender condition has been cleared
Signed loan documents	Yes, but not required	The condition was usually met well before this

The grey zone is a conditional offer with open-ended conditions, such as “subject to valuation satisfactory to the lender”. Your lawyer has to decide whether that is clear and certain enough to confirm the condition. When the date is close, ask the lender which conditions can be cleared before the finance date. You want the offer as clean as possible before you rely on it. Our page on approval versus funding explains each stage.

One more trap: the standard form doesn’t require the finance to still be in place at settlement. If you confirm the condition on an offer that later falls over, you’re still committed to settle. Make sure the offer you rely on is one the lender will actually fund.

Finance condition date: the countdown, hour by hour

Say the finance date is Friday at 5pm and it’s Tuesday morning. Here is a realistic sequence for a property-secured commercial purchase:

When	What happens
Tuesday, first hour	Call your lawyer. Confirm the exact finance date, the time and how the clause is worded. Ask whether the vendor’s lawyer has been told anything yet
Tuesday morning	Send the lender the full pack in one email: the signed agreement, any lease and tenancy schedule, the purchaser entity’s NZBN and directors, ID, and your deposit source
Tuesday afternoon	Lender decides the valuation route: a desktop assessment, an existing registered valuation addressed to the lender, or a full inspection
Wednesday	Valuer inspects or the desktop result comes back. The lender’s credit decision follows
Wednesday or Thursday	Written offer issued. Your lawyer checks it is clear and certain
Thursday	If the offer is in hand, your lawyer confirms the finance condition to the vendor’s lawyer. If it isn’t, your lawyer asks for an extension today, not Friday
Friday 5pm	Finance date. Nothing should be left to this hour

The step most likely to blow the timeline is the valuation. A full registered valuation of a commercial building can take days, longer for specialised or tenanted property. Our guide to property valuation timing covers how to shorten it.

If your bank has gone quiet with days to spare, check your options with us before Thursday rather than after.

What does a lender need to issue an offer within 24–48 hours?

Speed comes from having no gaps in the file. A non-bank lender can move on a commercial purchase quickly when it has:

• The signed agreement, including every condition, the settlement date and any GST treatment.
• The purchaser entity. That means the company name, NZBN, shareholders and directors. If the company has just been set up for the purchase, say so up front.
• The deposit and the gap. How much you’re putting in, where it’s coming from, and the exact amount you need to borrow.
• The security picture. The property being bought, plus any other property you could offer if the lender wants more cover.
• The lease. For tenanted premises, the lease and rent roll. For owner-occupied premises, the trading figures that will cover the repayments.
• An exit, if the funding is short-term. Examples are a bank refinance once the accounts are done, or the sale of other property.

Property-secured business lending runs from $20,000 to $5,000,000. Amounts from $20k to $250k are possible the same day, and up to $5m is possible within 24 to 48 hours when the title and documents are in order. If the purchase needs a bridge, for example because you’re buying before your current premises sell, business bridging finance is built for exactly that gap.

Can I extend the finance date in NZ?

You can, if the vendor agrees. It has to be done properly:

• Lawyer to lawyer, in writing. A conversation between agents is not an extension.
• Before the date passes. Once the finance date has gone by without the condition being confirmed or waived, your lawyer will need to check what your agreement allows. The vendor may have the option to cancel. It’s better to ask a day early.
• Short and specific. “Three more working days, because the valuer inspects on Wednesday” works better than an open-ended “a bit more time”.
• Expect a price. A vendor with another interested buyer may ask for a larger deposit, an earlier settlement or some other concession in return.

A vendor is more likely to say yes when you can show real progress: a valuation booked, a lender’s conditional offer, a named contact. That’s another reason to have your pack with a lender early.

Going unconditional without finance approval: why it’s the expensive gamble

When the date is close, some buyers are tempted to confirm the condition anyway and sort out the money later. Don’t. Once the agreement is unconditional, the deposit is at risk. If you can’t settle, you can also face default interest, the vendor’s costs and a claim for any shortfall if the property has to be resold. The settled.govt.nz guidance is blunt: if you can’t show your finance was declined, “you may still be required to proceed with the sale”.

If you genuinely need more time and the vendor won’t agree, a firm property-secured offer from a fast lender is far better than going unconditional on hope. If settlement itself is already looking shaky, see settlement date at risk.

Walking away: what the 2026 form changed

Before December 2019, a buyer’s word was usually enough to cancel under a finance condition. The 10th edition of the ADLS/REINZ agreement changed that. The New Zealand Law Society reported at the time that purchasers “will now be required to provide evidence if they can’t raise finance”, such as a letter or email from a lender confirming it declined.

The new Eleventh Edition of the real estate form, released on 21 April 2026, changed the wording again. A buyer who cancels used to have to give a “satisfactory” explanation of the “grounds relied upon”. Now they must give a “reasonable” explanation of the “steps taken” to arrange finance. That’s an objective test rather than the vendor’s own satisfaction, but it still means keeping a record. Keep:

• every application and the date you sent it;
• every lender’s written response, including declines;
• notes of the alternatives you tried, such as a second lender or asking the vendor about vendor finance.

Older agreements signed on the 2023 edition still carry the earlier wording, so check which version you signed.

Does the Christmas break move your finance date?

Usually, yes, if the date is counted in working days. The standard real estate form doesn’t count any day from 24 December to 5 January inclusive as a working day. Weekends, public holidays and the anniversary day where the property is located don’t count either.

Here’s an example count for an agreement dated Friday 11 December 2026 with 15 working days for finance. Days 1–8 run from Monday 14 to Wednesday 23 December. The clock then stops until Wednesday 6 January 2027, and day 15 lands on Thursday 14 January 2027. Your lawyer should confirm the exact count for your agreement. Wellington Anniversary Day (Monday 25 January) and Auckland Anniversary Day (Monday 1 February) also don’t count for property in those regions, according to Employment New Zealand’s holiday dates.

The legal count isn’t the only problem. Many valuers, lenders’ credit teams and law firms run on skeleton staff until mid-January. If your finance date lands in the second week of January, get the valuation done before Christmas.

Example: a Hamilton workshop buying its own building

This scenario is illustrative only. An engineering firm in Hamilton signs to buy the industrial unit it has leased for six years. The purchase is subject to finance, with a finance date ten working days out. The firm’s bank asks for a full valuation and a year of management accounts, then goes quiet. With four working days left, the owner sends a non-bank lender one complete pack: the agreement, the company’s NZBN, two directors’ IDs, the deposit source and a recent registered valuation of the unit. The lender accepts a desktop update on that valuation and issues a written offer the next afternoon. The firm’s lawyer reviews it, confirms the condition a day early, and the firm plans to refinance to its bank once the year-end accounts are finished.

Finance date this week? Let’s see what can be ready by then

A finance condition date doesn’t move just because a bank is slow, but the right offer can still land in time. We look at commercial and business purchases where the clock is already running, and we’re used to working back from a deadline that’s days away.

The enquiry takes about a minute, and asking won’t touch your credit file. There’s no credit check when you first enquire. Your details stay with one team rather than being passed down a line of lenders, so you won’t get a flood of calls. A real person reads what you’ve sent, works out the right fit for your purchase and calls you to talk through the timeline. Please fill the form in accurately: the finance date, the purchase price, your deposit and the property involved. That way the first option we discuss is one that can actually be ready by your date.

Find out where you stand before the finance date →