Retail and Commercial Leases Regulations 2025

The Regulations operationalise legal concepts that appear in the Act by prescribing precise definitions, content and procedures. Several concepts are central.

Prescribed threshold (r 4). The Regulations give the Act a numerical cut‑off: $420,000 per annum exclusive of GST for the definition of prescribed threshold found in s 3(1a) of the Act. That figure is central to whether particular shops or leases fall inside the Act's regulatory ambit where the Act cross‑references the prescribed threshold.

Exclusions (r 5, r 8, r 9, r 11). The Regulations identify classes of leases or parties exempted from the Act or from specific parts of the Act. For example, when the lessor is a municipal or district council or equivalent, the lessee that pays rent not exceeding $50,000 pa (ex GST) and is either a registered charity, a non‑profit entity prohibiting distributions, or uses the premises for health/welfare/community/cultural/sporting/recreational services on a non‑commercial basis is prescribed for s 4(2)(g) of the Act (r 5(1)). Reg 5(2) lists particular property lessors (eg Aboriginal Lands Trust, Transmission/G en eration/Distribution Lessor Corporations) and related ownership structures that exclude retail shop leases from the Act. Reg 8 prescribes family‑relationship and not‑for‑profit exceptions to minimum five year term requirements when occupation is under an average of 15 hours per week. Reg 9 lists named floors and buildings excluded from renewal rules in Part 4A Division 3.

Disclosure instruments and content (r 6, Schedule 1; r 12, Form 2). The Regulations make the statutory disclosure obligation specific. For the purposes of s 12(3a) the disclosure statement must be Form 1 in Schedule 1 (r 6). Form 1 contains structured information for lessees, an acknowledgement of receipt, an Appendix A on monetary obligations (rent, capital expenditure obligations, outgoings with detailed categories and an obligation to state whether a margin of profit is included), and Appendix B on shopping centre details (tenant mix, core trading hours, proposed changes, introduction of competitor). Form 2 (r 12, Schedule 1) prescribes the assignor's disclosure statement under s 45A and requires details such as encumbrances, outstanding notices, rent concessions, and aggregate annual sales figures for the past three years.

Exclusion of warranty (r 7). The Regulations require any notice excluding the statutory warranty of fitness for purpose to be in writing and specifically drawn to the lessee's attention at the time the disclosure statement is given (r 7). This sets a formal barrier to hidden or boilerplate disclaimers.

Fees (r 10). The Commission's certificate under s 20K(3) is priced at $200 (r 10), an explicit administrative charge that applies to persons seeking that certificate.

Voting and democratic procedure for core trading hours (r 13). A structured secret ballot procedure is prescribed for approval of core trading hours, including 10 days notice to affected lessor and lessees, a written notice stating the resolution text, allowance for proxies, requirements for ballot paper content, and powers for the person presiding to alter or replace ballot papers where dissatisfied (r 13). This creates an administrative rulebook for collective decision‑making about trading hours.

Advisory governance (r 14). The Regulations prescribe the composition of the Retail Shop Leases Advisory Committee by naming industry and professional organisations that the Commission will invite to nominate members and requiring the Committee to meet at least once a year. The named bodies include major retail industry groups, professional landlord/tenant advisors and property managers (r 14(1)(a)-(m), r 14(2)).

Dispute forum and monetary jurisdiction (r 16). Reg 16 modifies Part 4 of the Landlord and Tenant Act 1936 by mapping references to the Commercial Tribunal to the Civil (Consumer and Business) Division of the Magistrates Court (r 16(1)(a)). It substitutes a new s 56 dealing with substantial monetary claims and sets $12,000 as the monetary ceiling for "minor statutory proceedings" and provides that claims exceeding $100,000 may be referred to the District Court on application (r 16(1)(b)). It also repeals several sections of the former legislation and inserts two new offence provisions (72A, 72B) dealing with unlawful threats and vexatious acts with penalties referenced to Division fines (r 16(1)(c)‑(d)).

Abandoned goods notice content (r 15). The Regulations set a content standard for notices about stored goods following lease termination including a general description of goods, details sufficient to identify the retail shop, the termination date, a statement that goods will be sold if not reclaimed within the 60 day period under s 76 and how the goods may be reclaimed (r 15).

Repeal and legislative housekeeping (Schedule 2). The Regulations repeal the Retail and Commercial Leases Regulations 2010 (Schedule 2) and record the principal regulations instrument number and Gazette references in the legislative history.

Taken together, these concepts convert high‑level statutory aims into actionable forms, numeric thresholds, procedure steps and a named advisory panel. The Regulations therefore shift regulatory predictability, administrative costs, and evidentiary expectations in landlord,lessee relationships in ways that are concrete and enforceable. The remainder of this note examines the affected parties, duties, enforcement, interactions with other laws, and practical compliance steps anchored to these specific provisions.

The Regulations allocate obligations and define cohorts in granular terms. The primary affected parties are lessors, lessees (including assignors and assignees), the Commission, the Magistrates Court (Civil Consumer and Business Division), and industry bodies named for advisory nomination. Secondary impacts fall on advisers, certifiers, and shopping centre stakeholders.

Lessors. Lessors are affected in multiple ways. They must provide the statutory disclosure statement in the prescribed Form 1 when required by s 12 of the Act (r 6, Schedule 1). If a lessor seeks to exclude the statutory warranty of fitness for purpose they must provide a written exclusion notice and specifically draw it to the lessee's attention when the disclosure statement is given (r 7). Lessors who are municipal or district councils or comparable local government authorities gain a carved‑out framework where small‑rent charitable or non‑profit lessees paying no more than $50,000 pa ex GST are prescribed under r 5(1), changing the Act's application to those transactions. Lessor responsibilities extend to providing Appendices A and B attachments outlined in Schedule 1 when applicable, including detailed monetary breakdowns and estimates.

Lessees. Lessees are designated recipients of Form 1 disclosure statements and are expected to sign an acknowledgment of receipt (Schedule 1). Lessees in retail shopping centres are affected by the trading hours secret ballot procedure (r 13), which prescribes notice and voting rules that de facto determine hours of trade for multiple tenants. Lessees may rely on the formal requirement that any exclusion of warranty be both in writing and specifically pointed out at the time of disclosure (r 7). Where a lease is to be assigned, the assignee must receive the assignor's disclosure Form 2 under s 45A as set out in r 12 and Schedule 1. Lessees who entered into leases before 15 November 1990 are affected by the fix in r 11 which removes section 30 of the Act for those leases.

Assignors and assignees. Assignors must complete Form 2 (r 12, Schedule 1) and disclose encumbrances, outstanding notices, rent concessions and aggregate annual sales figures for the preceding three years as required by Form 2 (Schedule 1). Assignees must sign acknowledgement of receipt of that assignor disclosure.

Shopping centre proprietors, managers and tenant associations. Appendix B of Form 1 requires shopping centre details, tenant mix, proposed changes and core trading hours disclosures, which directly affect centre managers and tenant associations. Reg 13 governing secret ballots for core trading hours imposes procedural duties on proposers, lessors and lessees in shopping centres.

The Commission. The Regulations give the Commission administrative functions including collecting a prescribed fee of $200 for certificates under s 20K(3) (r 10). The Commission is also the body that will invite the named organisations to nominate members for the Retail Shop Leases Advisory Committee (r 14(1)).

Industry and professional nominators. Reg 14 lists specific organisations that the Commission will invite to nominate Committee members, including AHA SA Hotels, Australian Lottery and Newsagents Association, Australian Retailers Association, Law Society of South Australia, Lease1.com.au Pty Ltd, Pharmacy Guild, Property Council, REISA, Savills Australia, Scentre Shopping Centre Management (SA) Pty Ltd, Shopping Centre Council of Australia, South Australian Independent Retailers, and South Australian Employers' Chamber of Commerce and Industry (r 14). These bodies are directly affected because they will be asked to put forward nominees and thus will have an ongoing advisory role.

Courts and tribunals. Reg 16(1)(a) and (b) changes the mapping of the former Commercial Tribunal to the Civil (Consumer and Business) Division of the Magistrates Court and prescribes thresholds for monetary jurisdiction and referral to the District Court. That affects litigants, legal practitioners and court administrative resources because it determines the forum and which monetary claims are minor statutory proceedings.

Other affected parties. Entities such as the Aboriginal Lands Trust, Distribution/Generation/Transmission Lessor Corporations and bodies with common controlling interest (r 5(2)) are singled out so that leases involving those lessors may be excluded from the Act. Land tax recoverability under s 30 is fixed to exclude leases entered before 15 November 1990 (r 11), which affects landlords and tenants with long‑standing leases.

In short, the Regulations redistribute documentary and procedural burdens largely onto lessors and assignors (disclosure production), impose modest administrative costs on certificate applicants ($200 fee), formalise participation rights and obligations of lessees in shopping centre governance (r 13), and direct which organisations are institutionalised into advisory governance (r 14). Courts and dispute pathways are reshaped by the mapping and monetary thresholds in r 16.

The Regulations instantiate numerous specific duties and confer procedural rights. This section summarises the principal obligations and rights, with references.

Duties to provide prescribed disclosure documents (r 6; r 12; Schedule 1). For the purposes of s 12(3a) of the Act, a disclosure statement must be presented in Form 1 (r 6, Schedule 1). Form 1 requires the lessor to provide address and lettable area, term, permitted uses, renewal/extension options, access hours, date of occupation availability, monetary obligations (Appendix A) with base rent, rent review basis, other rent, capital expenditure obligations and outgoings categorised with estimates, a statement whether a margin of profit is included in outgoings, and a signed acknowledgment of receipt by the lessee (Schedule 1). For assignment, an assignor must provide Form 2 under s 45A (r 12, Schedule 1), disclosing lessor details, outstanding notices, encumbrances on the lease or fixtures, rent concessions or benefits conferred during the term, and aggregate annual sales figures over the past three years.

Duty regarding exclusion of warranty (r 7). Any notice purporting to exclude the warranty of fitness for purpose must be in writing and specifically drawn to the lessee's attention at the time the disclosure statement is given (r 7). In practice this requires affirmative presentation and not mere incorporation by reference.

Duties and procedures for core trading hours ballots (r 13). Persons proposing core trading hours must incorporate the proposed hours into a resolution to be put at a meeting (r 13(a)). The lessor and each affected lessee must receive at least 10 days notice (r 13(b)). Notice must be in writing, state time and place, and set out the text of the resolution (r 13(c)). Voting persons may appoint proxies in writing (r 13(d)). The proposers must prepare ballot papers, which must set out the text of the resolution and indicate a clear place for a "for" or "against" vote (r 13(e)-(f)). The attendees must appoint a presiding person to conduct the ballot who may require ballot papers be altered or replaced if dissatisfied with their form or content and may decide other questions relevant to the conduct of the ballot (r 13(g)-(h)). Each voter is entitled to scrutinise the counting (r 13(i)). These provisions create both positive duties (prepare and distribute ballot papers, give notices) and rights (proxy appointment, scrutiny of counting).

Fee obligation (r 10). The prescribed fee payable to the Commission for a certificate under s 20K(3) of the Act is $200 (r 10). This is a direct monetary obligation on applicants seeking the Commission certificate.

Abandoned goods notice content duty (r 15). A notice of storage of goods under s 76(3) must include a general description of goods, sufficient details to identify the retail shop, date of termination of lease, a statement that goods will be sold if not reclaimed by payment of reasonable costs within the 60 day period in s 76, and a statement of how the goods may be reclaimed (r 15). This prescribes the minimum content of the notice the storage party must prepare and send.

Modification and forum duties (r 16). The Regulations require construing references to the former Commercial Tribunal as references to the Civil (Consumer and Business) Division of the Magistrates Court (r 16(1)(a)). Reg 16(1)(b) replaces section 56 of the former legislation with provisions that an action in respect of a commercial tenancy agreement should be commenced in the Magistrates Court, that monetary claims of $12,000 or less are minor statutory proceedings, and that claims exceeding $100,000 may be referred to the District Court on application. Those provisions reallocate duties about where to start proceedings and when to seek referral.

Duties of the Commission in advisory appointment (r 14). The Commission must invite the specified organisations to nominate Committee members and ensure the Committee meets at least annually (r 14(1)-(2)). The Commission therefore has a duty to manage the advisory nomination process.

Rights to exclusion and exclusions of application. The Regulations identify parties and leases for which the Act or parts of it do not operate, which functions as a negative duty on the State and positive rights for those excluded parties to transact outside the Act's constraints (r 5, r 8, r 9, r 11). For example, where the lessor is the Aboriginal Lands Trust or a specified Lessor Corporation, a retail shop lease is excluded from the Act (r 5(2)(a)-(c)), conferring on those lessors and their lessees an entitlement not to be governed by the Act's provisions where the exclusion applies.

Complementary duties present in forms. The Forms require attachments that in several places must include "sufficient details to enable the lessee to obtain an estimate of the likely cost" of obligations such as fit‑out, fixtures, plant and equipment obligations and sinking fund obligations (Schedule 1, Appendix A Part 2). This imposes a duty on lessors to provide a level of specificity beyond high‑level statements.

Newly inserted misconduct provisions under former legislation (r 16(1)(d)). The Regulations take to have inserted two provisions in the former legislation that proscribe unlawful threats (72A) and vexatious acts (72B) by landlords, agents and parties to a commercial tenancy agreement. Both provisions carry penalties identified by division fines rather than specific dollars: unlawful threats attract a Division 5 fine; vexatious acts attract a Division 6 fine (r 16(1)(d)).

In combination, the Regulations create a compliance architecture that places documentary production duties on lessors and assignors, procedural duties for collective decision making on proposers and lessors in shopping centres, a modest transactional fee on certificate applicants, and forum duties on litigants. The Regulations also confer procedural rights on lessees such as acknowledgement of receipt, inspection rights in voting, and reliance on formal notice requirements for exclusion of warranty.

The Regulations themselves do not create an extensive set of novel pecuniary penalties expressed in dollar amounts, but they do effect enforcement by prescribing procedures, creating offence provisions (by modifying former legislation), and fixing forums and monetary jurisdiction for enforcement actions.

Offence provisions inserted into the former legislation (r 16(1)(d)). Reg 16(1)(d) prescribes that two provisions are to be taken to have been inserted after s 72 of the former legislation. Section 72A prohibits a landlord or an agent of a landlord from making threats that the landlord will not renew or extend the tenancy term if the tenant exercises a right under the Act, and lists the penalty as a "Division 5 fine". Section 72B prohibits a party to a commercial tenancy agreement from engaging in conduct that is, in all the circumstances, vexatious in connection with exercising rights under the Act or the agreement, and lists the penalty as a "Division 6 fine". The Regulations do not specify the dollar amounts of Division 5 or Division 6 fines; those amounts, if relevant, are specified elsewhere in the penalty regime of the underlying statute or subordinate instrument. The presence of those provisions makes certain conduct actionable and punishable by statutory fine classifications.

Procedural enforcement through dispute forum mapping and monetary thresholds (r 16(1)(a)-(b)). Regulation 16(1)(a) maps references to the former Commercial Tribunal to the Civil (Consumer and Business) Division of the Magistrates Court. Regulation 16(1)(b) substitutes a new s 56 for the former legislation specifying where actions involving commercial tenancy claims should commence and how monetary claims are to be treated: claims of $12,000 or less in the Magistrates Court are to be considered minor statutory proceedings; claims exceeding $100,000 can be referred to the District Court on application. This mapping determines enforcement pathways, where remedies are sought, and the monetary thresholds that decide which judicial tier hears the dispute, which is an enforcement design because it codifies the practical limits of recovery and the forum for injunctive and declaratory relief.

Enforcement via compliance requirements in forms and notices (r 6, r 7, r 12, r 15, Schedule 1). The Regulations make the provision of specified forms and notice content mandatory for purposes of the Act. Failure to provide the prescribed Form 1 disclosure statement when required under s 12 of the Act (prescribed by r 6) may render certain obligations unenforceable under the Act's own remedial structure. The Regulations also require that any exclusion of the warranty of fitness for purpose be in writing and specifically drawn to the lessee's attention at the time the disclosure statement is given (r 7). Non‑compliance with these documentation and notice rules will influence the legal character of purported exclusions and potentially be relied upon in subsequent disputes and remedies under the Act.

Administrative monetary charge (r 10). The Regulations prescribe a $200 fee payable to the Commission for a certificate under s 20K(3). That fee is both a compliance cost and a precondition for obtaining the specified administrative certificate; non‑payment prevents issuance of the certificate.

Voting procedural enforcement (r 13). Reg 13 prescribes procedural conditions for secret ballots to approve core trading hours and gives the presiding person powers to alter or replace ballot papers and to adjudicate other questions relevant to ballot conduct. The voting rules also confer a right to scrutinise vote counting. These procedural rules are enforceable as requirements for valid determinations of core trading hours under s 61 of the Act.

No monetary penalties specified in these Regulations for failure to use the prescribed forms or to give notices are listed in the instrument itself. The Regulations instead lock in procedures and content that will affect the availability of remedies and the legal status of clauses in lease disputes under the Act and related provisions. Where penalty levels are invoked, the Regulations do not set dollar amounts but identify penalties by reference to penalty divisions in the parent statute or former legislation as modified. Enforcement will therefore operate through statutory remedies in the Act, through court proceedings in the Magistrates Court or District Court as outlined by r 16, and through administrative functions of the Commission (such as issuing certificates subject to payment of the prescribed fee). Practitioners should therefore treat the Regulations as procedural and content rules whose non‑observance will shape enforceability and forum outcomes, with specific fines referenced to external penalty schedules.

The Regulations are expressly framed as subordinate instruments that operate for particular purposes under the Act and by modifying the former Landlord and Tenant Act 1936. The instrument cross‑references and interacts with other statutes and legal structures in several ways.

Interaction with the Retail and Commercial Leases Act 1995 (the Act). The Regulations repeatedly operate "for the purposes of" specific sections of the Act. They prescribe the form of disclosure statements required by s 12(3a) of the Act by making Form 1 mandatory (r 6, Schedule 1). They prescribe the assignor's disclosure statement for s 45A (r 12, Schedule 1). They prescribe the prescribed threshold referenced in s 3(1a) of the Act as $420,000 per annum exclusive of GST (r 4). They prescribe certain exclusions from the Act and from specified parts of the Act for particular lessors, lessees and leases (r 5, r 8, r 9). They prescribe the procedure for secret ballots for core trading hours for the purposes of s 61(1)(c) (r 13). They also prescribe the fee for a Commission certificate under s 20K(3) of the Act (r 10). Thus the Regulations operate directly to give meaning and practical content to the Act's operative provisions.

Modification of the Landlord and Tenant Act 1936 (r 16). The Regulations prescribe modifications to Part 4 of the former Landlord and Tenant Act 1936 for the purposes of s 81(2) of the Act. Specifically, they require that references to the Commercial Tribunal be read as references to the Civil (Consumer and Business) Division of the Magistrates Court (r 16(1)(a)). They substitute a new s 56 dealing with monetary claims and jurisdictional thresholds (r 16(1)(b)). They treat sections 59, 60, 61 and 65 of the former legislation as repealed (r 16(1)(c)). They also insert two new misconduct provisions (72A and 72B) prohibiting unlawful threats and vexatious acts respectively with penalties expressed as Division 5 and Division 6 fines (r 16(1)(d)). These modifications reallocate dispute resolution responsibilities and penalties from the older Tribunal framework into the Magistrates Court context and set jurisdictional monetary ceilings and referral mechanisms.

Relationship to Commonwealth law and corporate registration regimes. The Regulations refer to the Australian Charities and Not‑for‑profits Commission Act 2012 of the Commonwealth in r 5(1)(a) to identify charities eligible for a local government lessor exclusion. This cross‑references federal registration status as relevant to whether a lessee qualifies for the r 5(1) prescription. Where a party is a non‑profit incorporated association within the meaning of the Associations Incorporation Act 1985, that status is used to determine exclusion from minimum five year term requirements (r 8(b)(i)). The Regulations therefore rely on statutory classifications in other acts for eligibility criteria.

Interaction with land tax and historical leases (r 11). Regulation 11 fixes 15 November 1990 as the date for the purpose of section 30(3) of the Act and states that consequently section 30 does not apply to retail shop leases entered into before that date. This establishes a cut‑off interacting with land tax allocation rules in the Act and affects long‑standing lease relationships.

Administrative and advisory interactions. The Regulations provide for the Commission to invite specified organisations to nominate members to the Retail Shop Leases Advisory Committee (r 14). That sits at the intersection of statutory administration and industry advisory input. The named organisations include sectoral bodies and professional participants that will influence the Commission's advisory channel.

Court procedure and jurisdiction. By prescribing where actions should commence and how monetary claims are characterised (r 16(1)(b)), the Regulations interact with the Magistrates Court Act 1991 and District Court procedures. Claims in the Magistrates Court under $12,000 are to be treated as minor statutory proceedings under the Magistrates Court Act 1991 (r 16(1)(b)(2)). Claims exceeding $100,000 may be referred to the District Court (r 16(1)(b)(3)). This reallocation will affect how practitioners frame pleadings, the cost structure of disputes, and the appellate/appeal pathways available.

No express interaction with zoning, planning, consumer law or competition statutes is prescribed in the Regulations. However, the detailed disclosure requirements (Schedule 1) and the ballots over core trading hours (r 13) can have indirect regulatory effects that touch on commercial competition and local planning insofar as they influence tenant mix and trading times; such interactions will arise in practice rather than by direct statutory cross‑reference in this instrument.

In sum, the Regulations function as an instrument that integrates the Act with older landlord/tenant provisions, federal registration statuses for charities, court procedural rules and administrative advisory mechanisms. Practitioners should therefore read the Regulations alongside the Act, the Landlord and Tenant Act modifications set out in r 16, and relevant Commonwealth and state statutes referenced in the text for a complete regulatory picture.

The Regulations themselves include limited legislative history material and express repeal of the prior subordinate instrument. The instrument records the following discrete items of amendment history and legislative provenance.

• Principal instrument and commencement. The Regulations are made as the Retail and Commercial Leases Regulations 2025 and are cited as such (r 1). They come into operation on 1 September 2025 (r 2). The legislative history appended records the principal regulations as 2025 No 79, Gazette 31.7.2025 p2954, with commencement 1.9.2025 per r 2. This provides the formal record of the instrument's making and commencement.

• Repeal of prior subordinate legislation. Schedule 2 expressly repeals the Retail and Commercial Leases Regulations 2010. The 2010 Regulations are therefore removed from the statute book and replaced by this 2025 instrument. The repeal in Schedule 2 indicates a consolidated re‑making rather than a narrow amendment. The 2010 Regulations’ repeal suggests that the 2025 Regulations are intended to be the up‑to‑date repository for the subordinate rules under the Act.

• Modifications to former legislation taken to have effect. Regulation 16 prescribes modifications to Part 4 of the Landlord and Tenant Act 1936 for the purposes of section 81(2) of the Act, treating certain provisions as replaced or repealed and inserting new provisions (r 16(1)(a)-(d)). These are drafting devices used to ensure that certain terms and remedies in the older legislation map forward to the contemporary court structure and legislative scheme. The new s 56 text supplied in r 16(1)(b) replaces the former section 56 and sets monetary thresholds of $12,000 and $100,000 for certain procedural treatments. Sections 59, 60, 61 and 65 of the former legislation are to be taken as repealed (r 16(1)(c)). The insertion of 72A and 72B is also part of the prescribed modification history (r 16(1)(d)).

• No amendments recorded beyond the 2025 principal instrument. The legislative history notes contained in the Regulations are limited to the principal instrument number and its commencement and the Schedule 2 repeal of the 2010 Regulations. There are no recorded subsequent amendments, savings, transitional provisions beyond those explicitly created in r 16(2) and r 16(3), which treat certain sections of the Act as applicable to retail shop leases entered into before commencement and preserve determinations of core trading hours under the former legislation (r 16(2)-(3)).

• Transitional preservation. Regulation 16(2) prescribes that certain provisions of the Act apply to leases entered into before commencement, listing sections 12, 13, 19, 20, 31(2), 52, 61 and Part 9 Division 1 (Mediation) (r 16(2)(a)-(h)). Regulation 16(3) clarifies that Subregulations (1) and (2) do not affect any determination of core trading hours under the former legislation before the commencement of the Act and that such a determination will have effect for the purposes of s 61 of the Act (r 16(3)). Those transitional clauses are part of the instrument’s amendment and transitional architecture.

Taken together, the amendment history within the Regulations shows a single consolidated replacement of the 2010 Regulations (Schedule 2) by the 2025 Regulations and a set of targeted transitional and mapping provisions intended to preserve certain outcomes of the prior regime while updating forum references and monetary thresholds. The instrument indicates no subsequent amendment history beyond its own commencement as presented in the legislative history.

The Regulations do not themselves record any judicial decisions. There are no cases, judgments or appeal records mentioned or annexed in the instrument. Consequently there is no litigation history contained in this text for practitioners to follow.

Absent recorded cases, the likely sources of future litigation and interpretive disputes can be identified from the provisions and are set out here as possible pain points a practitioner should expect to see argued in litigation once the Regulations enter force.

• Adequacy and form of disclosure. Schedule 1 prescribes a detailed Form 1 disclosure statement and Appendix requirements that must contain sufficient details to enable a lessee to obtain an estimate of likely costs (Schedule 1, Appendix A, Part 2). Common litigation likely to arise will concern whether a given disclosure and its attachments meet the sufficiency standard, in particular disputes over whether the detail provided permits a reasonable estimate of fit‑out costs, fixtures obligations or sinking fund contributions. Cases will likely test the legal consequences of omissions or vague attachments, and how strict courts are in treating non‑conforming disclosures.

• Validity of exclusion of warranty of fitness for purpose. Regulation 7 requires that exclusions be in writing and specifically drawn to the lessee’s attention at the time the disclosure statement is given. Litigation will likely test what "specifically drawn to the attention" means in practice, whether passive placement in the disclosure suffices, and whether the timing and manner of presentation meet the requirement.

• Assignment disclosures. Form 2 requires disclosure of encumbrances, outstanding notices and aggregate annual sales figures for the previous three years. Disputes may arise over accuracy, completeness and reliance by assignees on those figures, particularly in assignor/assignee disputes and in claims for misrepresentation or breach of disclosure duties.

• Secret ballot procedural disputes and validity of core trading hours determinations. Reg 13 lays down precise steps for notice, proxies, ballot papers, presiding officer powers and scrutiny. Litigation may address whether a purported determination complied with the procedural safeguards; whether 10 days notice was provided; if the ballot paper text or conduct by the presiding person invalidated the ballot; and whether proxies were validly appointed or used.

• Exclusion definitions and boundary disputes. The Regulations prescribe a number of exclusions (r 5, r 8, r 9, r 11). Litigation is likely to test the precise application of those exclusions to particular facts, for example whether a lessee genuinely uses premises for non‑commercial community services under r 5(1)(c), or whether controlling interest in a lessor and lessee meets the r 5(2)(d)-(e) exclusion criteria.

• Interpretation of modifications to the Landlord and Tenant Act and monetary thresholds. Regulation 16 substitutes a new s 56 and sets out monetary thresholds ($12,000 as minor statutory proceeding ceiling; $100,000 threshold for referral to District Court). Disputes will arise over how claims that straddle thresholds are allocated, whether the Court has power to refer or retain matters, and how the substituted provisions apply to ongoing or transitional disputes. The mapping of the Commercial Tribunal to the Magistrates Court division will also generate litigation over jurisdiction and procedural rules inherited from the Magistrates Court Act 1991.

• Application of new unlawful threats and vexatious conduct provisions. The inserted provisions 72A and 72B create statutory prohibitions with fines expressed by penalty division. Litigation will clarify the scope of "threats" and "vexatious acts" in the commercial tenancy context and the evidential standards required to prove them.

Because the Regulations are new, early litigation is likely to generate precedents that clarify the sufficiency of disclosures and the procedural exactitude required by the secret ballot rules, the meaning of "specifically drawn to the attention" for exclusion notices, and the practical application of the new jurisdictional monetary thresholds. Practitioners should therefore anticipate initial cases that test boundaries and will frame future compliance practice. Absent binding case law at the time of commencement, parties should remit ambiguities to careful drafting, conservatively detailed disclosure attachments, and strict adherence to the ballot and notice procedures set out in the Regulations.

Several specific traps and practical surprises are embedded in the Regulations as drafted. These are not normative claims but concrete, source‑grounded items that frequently cause compliance failures if unheeded.

1. Use of the prescribed Forms is mandatory. Regulation 6 prescribes that for s 12(3a) a disclosure statement "must be presented in the form of Form 1 set out in Schedule 1". Using a different disclosure template or omitting required attachments can render the disclosure non‑compliant with the Act’s procedural requirements. Form 1 contains mandatory fields and appendices that go beyond a one‑page summary; failing to populate those fields, including monetary estimates for outgoings and attachments for fit‑out obligations, is a procedural risk.

2. Exclusion of warranty must be specifically highlighted at the time of disclosure. Regulation 7 requires the exclusion notice to be not only in writing but "specifically drawn to the attention of the lessee at the time that the disclosure statement is given". A buried or obscure clause not actively brought to the lessee's attention may not satisfy this requirement.

3. Attachments must enable cost estimates. Schedule 1 requires that attachments such as shop fitting or refitting obligations and fixtures obligations "must include sufficient details to enable the lessee to obtain an estimate of the likely cost" of complying. A high‑level statement without quantifiable or itemised detail is therefore insufficient; lessors should provide costable items.

4. Assignor disclosure requires commercial data. Form 2 requires the assignor to disclose aggregate annual sales figures for the past three years (Item 9) and other trading performance information (Item 10). Assignors who fail to supply accurate figures or who attempt to provide limited or vague sales information risk disputes and claims by assignees.

5. Secret ballot procedures are tightly prescriptive. Reg 13 sets out many steps; for example, at least 10 days’ written notice is required (r 13(b)-(c)), proposers must prepare ballot papers and provide them at the meeting (r 13(e)), and those present must appoint a presiding person who may require altered ballot papers (r 13(g)-(h)). Failure to follow any step could invalidate a core trading hours resolution and provoke litigation.

6. Proxy appointments must be in writing. Reg 13(d) allows appointment of proxies "by written instrument", so oral proxy appointments are ineffective.

7. The Commission certificate attracts a specific $200 fee. Reg 10 prescribes $200 as the fee for a certificate under s 20K(3). Applicants who do not budget for this administrative charge may find delays or non‑issuance of certificates.

8. The Land tax cut‑off date may surprise long‑standing parties. Reg 11 fixes 15 November 1990 as the date for the purposes of s 30(3), and states section 30 of the Act does not apply to retail shop leases entered into before that date. Parties to older leases should check whether their lease predates that date and what that means for land tax pass‑through rights.

9. Specific property and ownership exclusions are idiosyncratic. Reg 9 lists particular addresses and floors in Adelaide and Elizabeth for renewal exclusions. Practitioners should not rely on general rules; check the Reg 9 list carefully for any affected property. Reg 5(2) also excludes leases when the lessor is the Aboriginal Lands Trust or certain Lessor Corporations, and excludes leases where controlling interests in bodies corporate coincide (r 5(2)(d)-(e)).

10. Advisory Committee membership is prescribed by invitation to named organisations. Reg 14 requires the Commission to invite a specified set of organisations to nominate members to the Retail Shop Leases Advisory Committee. Those named organisations will have nomination privileges; excluded groups cannot claim automatic nomination rights.

11. Penalties are referenced by Division, not dollar amounts. The newly inserted provisions 72A and 72B carry penalties expressed as "Division 5 fine" and "Division 6 fine" respectively (r 16(1)(d)). Practitioners must consult the parent statute or relevant penalty scale to convert those references into dollar sums.

12. Transitional preservation of prior determinations. Reg 16(3) preserves determinations of core trading hours made under the former legislation. Parties should check whether a prior determination exists because it continues to have effect despite the regulatory changes.

13. Repeal of the 2010 Regulations. Schedule 2 repeals the prior 2010 Regulations. Practitioners relying on older secondary materials must update templates and practices to the 2025 forms and procedures.

These gotchas are concrete compliance traps that arise from precise wording in the Regulations. The safest practice for lessees, lessors and assignors is to follow the forms and procedural steps literally, provide attachments with itemised data enabling cost estimates, and record the manner in which exclusion notices and ballot materials are presented to avoid later contests about adequacy or process.

This section offers a practical compliance checklist tied to the Regulations’ text. It identifies discrete actions that lessors, lessees, assignors, proposers in shopping centres and the Commission should take to reduce legal and operational risk.

For lessors (pre‑lease and ongoing):

• Use the prescribed Form 1. When the Act requires a disclosure statement under s 12(3a), present the lessee with Schedule 1 Form 1 (r 6). Fill every relevant field in Form 1, including address, lettable area, permitted uses, term, renewal clauses, access hours, occupation date and the Appendices.

• Prepare Appendices and attachments with sufficient detail. Appendix A requires base rent, rent review basis, other rent and an itemised list of outgoings categories with estimates and whether a margin of profit is included (Schedule 1, Appendix A Parts 1-3). Appendix A Part 2 attachments (shop fitting/refitting, fixtures, plant or equipment, sinking fund) must include sufficient details to enable cost estimation. Do not rely on generic or vague descriptions.

• If you intend to exclude the warranty of fitness for purpose, deliver a clear, written exclusion notice and explicitly draw it to the lessee’s attention at the time you give the disclosure statement (r 7). For evidentiary safety, have the lessee sign an acknowledgment that the exclusion was specifically drawn to their attention.

• Ensure the lessee signs acknowledgement of receipt on Form 1. The Form includes an "Acknowledgment of receipt" block; have the lessee tick applicable attachments and sign with date and name to create a record.

• For shopping centre leases, populate Appendix B. Include tenant mix floor plans, parking facilities, services provided, proposed changes, core trading hours, and any attachment on introduction of competitors and tenant association details (Schedule 1, Appendix B).

• Maintain records to demonstrate compliance. Keep dated copies of disclosures and signed acknowledgments, copies of attachments and cost estimates, and proof of delivery.

For assignors and assignees:

• Use Form 2 for assignor’s disclosure. The assignor must complete Form 2 detailing lessor contact, encumbrances on the lease and fixtures, outstanding notices, rent concessions, and aggregate annual sales figures for the past three years (r 12, Schedule 1 Form 2).

• Ensure accuracy in sales figures and encumbrance details. Form 2 specifically requests sales figures and encumbrance status; inaccurate or omitted material facts may give rise to disputes.

• Have the assignee sign the acknowledgment of receipt on Form 2 to evidence delivery.

For proposers, lessors and lessees in core trading hours ballots:

• Provide written notice at least 10 days before the meeting to the lessor and each affected lessee (r 13(b)-(c)). The notice must be in writing, state time and place, and include the text of the resolution to be put to the meeting (r 13(c)).

• Prepare ballot papers. The persons proposing the resolution must provide ballot papers at the meeting that set out the resolution text and a clear "for" or "against" voting place (r 13(e)-(f)). Have a supply of replacement ballot papers in case the presiding person requires alterations (r 13(h)(i)).

• Manage proxies in writing. Allow voters to appoint proxies by written instrument (r 13(d)). Record proxy instruments and keep them with meeting records.

• Appoint a presiding person and record their decisions. The attendees must appoint a presiding officer to conduct the ballot; that person may alter or replace ballot papers if dissatisfied and decide other relevant procedural questions (r 13(g)-(h)). Record the presiding person’s decisions and the vote count as each voter is entitled to scrutinise the counting (r 13(i)).

For Commission and advisory committee administration:

• Invite the named organisations to nominate members. Regulation 14 prescribes a list of organisations that the Commission will invite to nominate Committee members (r 14(1)(a)-(m)). The Commission should document invitations and nominations.

• Convene the Committee at least annually. Reg 14(2) requires at least one meeting each year. Keep minutes and records of membership and attendance.

For certificate applicants and administrative fees:

• Budget the $200 certificate fee. If a certificate under s 20K(3) is required, pay the prescribed fee of $200 to the Commission (r 10) and retain proof of payment.

For abandoned goods storage and notices:

• Draft storage notices to include the five mandated elements. Reg 15 requires a general description of goods, identification of the retail shop, date of termination, a statement on sale after the 60 day period under s 76 and information on how goods may be reclaimed. Use that template to avoid defects that could delay sale processes.

For dispute and litigation strategy:

• Consider forum costs and monetary thresholds. Reg 16(1)(b) sets $12,000 as the ceiling for minor statutory proceedings and authorises referral to the District Court for claims exceeding $100,000. Plan pleadings and cost budgets accordingly.

• Preserve evidence of procedural compliance. In potential disputes over disclosure or ballots, contemporaneous documentary evidence (signed disclosures, delivery records, ballot papers and counts, proxy instruments) will be decisive.

Practical drafting and risk reduction tips:

• Where the Regulations require specific wording or content, adopt that text verbatim or exceed its specificity. For example, include the precise statements required in Reg 15 for abandoned goods notices, and use Form 1 and Form 2 without unauthorised modification.

• Where a margin for profit is included in outgoings, explicitly state the percentage or basis as required by Appendix A item 6 of Schedule 1.

• For exclusions and special cases, verify the status of the lessee against federal registration regimes such as the Australian Charities and Not‑for‑profits Commission Act 2012 when relying on r 5(1)(a).

• For properties listed in Reg 9, confirm property descriptions and levels precisely against the Regulation wording before relying on the renewal exclusion.

Following these concrete steps, which are directly traceable to the Regulations’ text, will materially reduce compliance risk and prepare parties for the practical implications of the new rules.