Sale of Property

Before contracts are drafted, we obtain official copies of the title register and title plan from HM Land Registry and review any restrictions, charges, easements, covenants and rights of way affecting the property. For unregistered land, we work through the chain of historic title deeds. The aim is to confirm that you have the right to sell what you are agreeing to sell — and to flag any defects to be put right before the buyer’s solicitor raises them.

The Commercial Property Standard Enquiries (CPSE) are the industry-standard questionnaire that a seller’s solicitor completes on behalf of the seller, covering everything from title and planning to occupational leases, VAT, environmental issues and disputes. Your replies become contractual representations on completion and inaccurate answers can lead to claims after the sale. We work through them carefully with you to make sure each reply is accurate and properly supported by documents.

Where the property contains fixtures that qualify for plant and machinery capital allowances, the buyer and seller must agree how the existing allowances are dealt with on completion — typically by way of a section 198 election fixing the apportioned value. Failing to address this in the sale contract can lock both parties out of valuable tax relief for the lifetime of the asset. We raise capital allowances early so the position is documented before exchange.

Most commercial property sales are VAT-exempt by default, but VAT becomes chargeable if the property is less than three years old or if a previous owner has opted to tax. Where the sale is of a let investment property, it can sometimes be structured as a transfer of a going concern (TOGC), which is outside the scope of VAT if specific HMRC conditions are met. The VAT and TOGC analysis should be settled at heads of terms because it directly affects the headline price.

On the agreed completion date, the buyer’s solicitor sends the balance of the purchase price to our client account by same-day bank transfer. Once received, we authorise release of the keys, hand over the executed transfer (TR1) and any other completion documents, and confirm completion to all parties. The transaction is then legally binding on both sides and the property is the buyer’s.

After completion we deal with the redemption of any existing charges over the property, apportion outstanding rents and service charges with the buyer, and account to you for the net sale proceeds. The buyer’s solicitor is responsible for filing the SDLT return and registering the new ownership at HM Land Registry. We will provide a closing statement and keep the file open until any final apportionments are settled.