Interactive timeline for commercial conveyancing

• Obtain client’s full names, address, and contact email/telephone numbers.
• Has your firm acted for the client before (relevant to client care advice)?
• Is it necessary to check client’s identity including beneficial ownership of any company client (relevant to money laundering)?
• Confirm address of property and whether commercial freehold or leasehold.
• Details of any estate agents involved. Obtain copy of agent’s particulars.
• Details of solicitors acting for buyer – will be set out in agent’s particulars
• Price agreed and any other terms agreed, e.g. likely completion date?
• Who occupies the property? Obtain details/copies of all occupational leases and related documents including any subleases
• Advise on costs and prepare brief financial statement.
• Where are the title deeds, if any? If property is mortgaged, obtain full name and address of lender plus mortgage account number, so you can write to mortgagee requesting deeds on loan.
• Are there any second or subsequent mortgages? Obtain details of all outstanding mortgages on property including names and addresses of lenders and amounts outstanding.
• Did you act for the client when the property was bought? If yes, it may be helpful to get the old file from store.
• What are the client’s instructions regarding sale proceeds?
• Advise client not to stop any mortgage repayments or cancel building insurance until completion.
• Will capital gains tax be payable on sale proceeds?
• Is VAT payable in respect of the subject property and any occupational leases?
• In relation to any occupational leases are rent review negotiations ongoing or pending?
• In relation to any occupational leases are there any rent arrears or other breaches of covenant by the tenants?
• Advise the client how long it should all take and what the next steps will be.
• Is there anything additional you need to know from the client or upon which the client requires your advice, which may be relevant to this particular transaction?

• Obtain client’s full names, address, and contact email/telephone numbers.
• Has your firm acted for the client before (relevant to client care advice)?
• Is it necessary to check client’s identity including beneficial ownership of any company client (relevant to money laundering)?
• Confirm address of property and whether commercial freehold or leasehold.
• Details of any estate agents involved. Obtain copy of agent’s particulars. Has your buyer client paid any preliminary deposit to agents?
• Details of solicitors acting for seller – will be set out in agent’s particulars
• Price agreed and any other terms agreed, e.g. likely completion date?
• Who occupies the property? Does the buyer have details of occupational leases and related documents including any subleases
• Is property near river or railway or in unusual location (relevant to searches and enquiries)?
• Advise on costs and prepare brief financial statement.
• How will purchase price be financed? Does the client require mortgage advice?
• How will deposit payable on exchange be financed?
• Advise on survey. Consider age of property.
• Confirm proposed use of property (relevant to planning and any restrictions on the title).
• Advise the client whether stamp duty land tax is payable.
• Is VAT payable in respect of the subject property and any occupational leases?
• In relation to any occupational leases does the client buyer know of any rent review negotiations ongoing or pending?
• In relation to any occupational leases does the client buyer know of any rent arrears or other breaches of covenant by the tenants?
• Advise the client how long it should all take and what the next steps will be.
• Is there anything additional you need to know from the client or upon which the client requires your advice, which may be relevant to this particular transaction?

• Give the client a costs estimate and remember to include VAT, disbursements, and any stamp duty land tax.
• Advise the client of your firm’s complaints procedure, who will have the day-to-day running of the file, and the name of the partner in overall charge.
• Advise the client of the future action to be taken and the likely timescale of the transaction.
• Confirm everything in writing to the client.
• Generally become familiar with the Solicitors’ Code of Conduct, Rule 2 (client relations).
• Do not act for buyer and seller in the same arm’s length transaction unless it falls within one of the exceptions e.g. both parties are established clients, consideration £10,000 or less.
• You may normally act for buyer and seller where the transaction is not at arm’s length (e.g. between family members) provided there is no conflict of interest or significant risk of conflict of interest.
• Keep your client’s affairs confidential.
• Be aware of potential money laundering. Become familiar with the Money Laundering Regulations 2007. Verify your client’s identity and do not accept large sums of cash.
• You can normally act for joint sellers or joint buyers provided no conflict of interest arises between them, e.g. joint sellers dispute share of sale proceeds due to each.
• You can normally act for buyer and buyer’s lender provided no conflict of interest arises between them, e.g. buyer intends to breach mortgage conditions. However in commercial transactions the buyer’s lender is often separately represented.

No differences for registered and unregistered land.

No differences for registered and unregistered land.

• Ensure that contract contains all agreed terms to satisfy section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.
• Check that description of property is accurate and any plan is to scale.
• Consider which Standard Commercial Property Conditions should be amended by special condition.
• Consider special conditions generally.
• Where sale is dependent on a related purchase, ensure that the terms of the two contracts are consistent and protect your client.
• Will deposit be held as agent or stakeholder? In commercial transactions the deposit is often held by the seller’s solicitor as agent.
• What title guarantee will be given by the seller, if any?
• Check whether seller will need an indemnity covenant from the buyer.
• Sale of Part Contract (see separate section ‘Sale of Part Contract’)

• Ensure that contract contains all agreed terms to satisfy section 2 of the Law of Property (Miscellaneous Provisions) Act 1989.
• Check that description of property is accurate and any plan is to scale.
• Consider which Standard Commercial Property Conditions should be amended by special condition.
• Consider any special conditions drafted by seller to ensure they are appropriate and accurately drafted.
• Where purchase is dependent on a related sale, ensure that the terms of the two contracts are consistent and protect your client.
• Will deposit be held as agent or stakeholder? The buyer will be better protected if the deposit is held as stakeholder.
• What title guarantee is being given by the seller to the buyer, if any?
• Will the buyer need to give the seller an indemnity covenant?
• Sale of Part Contract (see separate section ‘Sale of Part Contract’)

• Undertaking. As seller’s solicitor, when obtaining deeds from any lender you will be required to give an undertaking to the lender to hold the deeds to the lender’s order pending redemption. Do not undertake to do anything beyond your control e.g. unconditionally redeem the mortgage.
• Contract races. A contract race arises when a seller decides to deal with more than one prospective buyer, thus creating a ‘race’ by the buyers to see who can secure the property by being first to exchange contracts. A contract race raises an issue of professional conduct for the seller’s practitioner, who must comply with the Solicitors’ Code of Conduct Rule 10.06. This rule states that, provided your client consents, you must immediately inform the practitioners acting for each buyer (or the buyer direct if acting in person) of your client’s decision. Telephone conversations should be confirmed by letter or fax. If the seller refuses to consent to the disclosure, you must immediately cease to act for the seller.

• The land is described in the contract by reference to the description in the Property Register and the registered title number.

• The land is described in the contract by reference to the description in the previous conveyance.
• A root of title at least 15 years old should be specified in the contract.

• Seller to draft new accurate description of part being sold by reference to a scale plan; define seller’s retained land too.
• Seller to draft any new easements and covenants expressly as special conditions (do not rely on Standard Commercial Property Conditions or implied rights under common law or statute).
• What express easements will the buyer wish to be granted over the land being retained by the seller? (Seller should negate any implied rights in favour of buyer.)
• What express easements will the seller wish to reserve over the land being sold to the buyer? (Remember that unlike for buyers, no implied rights are reserved in favour of the seller.)
• Ensure that any mortgagee of the land consents to the sale of part and releases it from the mortgage.

• Has the seller agreed to provide any search results?
• Be prepared to reply to additional enquiries regarding the details disclosed in any search results or by way of supplementary information arising out of replies to initial enquiries.
• Disclose any planning consents or building regulations approvals that you have and that relate to the subject property.

• As the transaction involves commercial property, consider using the Commercial Property Standard Enquiries.
• Check all replies to enquiries and always advise clients of any onerous or unusual replies or results, and request the clients’ written instructions in response.
• Which pre-contract enquiry forms are you using?
• Consider the need for a specific enquiry about flooding.
• Consider the need for a specific enquiry about contaminated land issues.
• Is a commons registration search required? If rural or on the edge of a town or village, do a commons registration search.
• Check to see if the property is in an area of current or previous coal mining and do a coal-mining search if necessary.
• Is the seller a company? If so, do a company search.
• Is the property unregistered? If so, do an index map search and do a land charges search.
• Has the property been physically inspected?
• Are any locality driven searches required?
• Consider the need for an environmental search (particularly to cover flooding risks). This is critical to a developer client who may require extensive environmental checks to be done including soil tests.
• When issuing a local authority search request, decide which extra pre-printed questions should be asked in Part II of the Form.
• Check all local land charges disclosed and always advise clients of any onerous or unusual replies or results, and request the clients’ written instructions in response.
• Have all appropriate enquiries regarding planning issues been sent to the seller and to the local planning authority?
• Does the client want to make any changes to the subject property that will amount to ‘development’ as defined by the Town and Country Planning Act 1990? If so, will the building works or change of use require express planning permission?
• If a change of use is proposed, will it require formal consent, or will it come within a use class, or will it be allowed by the blanket approval available under the General Development Order?
• If the property is newly built, obtain a copy of the Building Regulations approval as well as a copy of the planning permission.

• If you are acting for a buyer especially if that buyer is a commercial property developer, failure to carry out appropriate planning enquiries on behalf of a client may amount to a breach of the Code of Conduct for solicitors 2007—Rule 1.04 You must act in the best interests of each client; R.1.05 You must provide a good standard of service to your client

• Is the property partly registered? If so do an index map search to ascertain the extent of the registered title and the part that may be unregistered.

• Is any part of the property unregistered? If so, do an index map search and do a land charges search.

• The seller’s job is to deduce title to the buyer.
• Deducing title is the process by which the seller ‘proves’ title to the buyer.
• In registered land the seller applies to Land Registry for official copies of the title including title plan and copy documents. Send these to the buyer.
• In unregistered land the seller prepares an epitome of title and attaches to it copies of the relevant title deeds. Send these to the buyer.
• An epitome is simply a list of all the material title deeds and events which form the chain of title, e.g. a conveyance, grant of probate, etc.
• A good root of title (in unregistered land only) must be at least 15 years old.
• The best root of title is a conveyance on sale.
• Reply to any requisitions on title raised by the buyer as soon as possible.

• The buyer’s job is to investigate the title deduced by the seller.
• Check that the title is good and marketable and free from adverse encumbrances. Bear in mind your duty to the buyer’s lender as well (assuming you are acting).
• If the land is unregistered, ask yourself, whether your client will obtain absolute title on first registration? Consider referring a difficult title problem to Land Registry for guidance.
• For unregistered title, check that there is a good root and ensure there is an unbroken chain of ownership through to the seller. Check each document in the title for defects, e.g. improper stamping or execution.
• Raise requisitions regarding any problems. Make sure you obtain satisfactory replies to requisitions before exchanging contracts. If there is an unresolved problem, consider indemnity insurance from an insurance company at the seller’s expense.
• If the title problem is complex consult a specialist text, e.g. Abbey, R. and Richards, M., A Practical Approach to Conveyancing, Chapter 5 (Oxford University Press).

• If you are acting for a buyer failure to carry out appropriate title investigation on behalf of a client may amount to a breach of the Code of Conduct for solicitors 2007—Rule 1.04 You must act in the best interests of each client; R.1.05 You must provide a good standard of service to your client.
• To provide the best possible service to a buyer, always report on title to the client in writing and, if possible, meet them face-to-face to go through the key matters arising.
• You have a duty to use reasonable care and skill in giving such advice as the particular transaction demands, having regard to the level of knowledge and expertise of your client. So you would generally give a fuller report on title to a first-time buyer than you would to, say, an experienced property developer. Failure to give adequate advice may constitute breach of your duty, entitling the client to damages.

For registered land the title is contained in the official copies from the Land Registry including title plan and official copies of any documents referred to on the register. Each registered title has its own unique title number.

For unregistered land the title is contained in the deeds relating to the subject property e.g. past conveyances.

• Request redemption statements from all lenders who have mortgages secured on the property.
• Ensure that the seller will have sufficient net proceeds from the sale to repay all outstanding mortgages secured on the property. If not, the client will be in ‘negative equity’ and may not be able to sell at all.
• In a commercial transaction another firm of solicitors may separately represent the seller’s lender. You will need to correspond with them and comply with their requirements.
• If instructed by the seller’s lender in connection with the redemption of the mortgage, request any deeds held by the lender on loan pending redemption of the mortgage.
• After exchange, request an up to date redemption statement from the lender calculated to the day of completion with a daily rate thereafter in case of delay.
• On completion of the sale send the redemption monies to the lender immediately to comply with your undertaking to do so, given to the buyer’s solicitor on completion.

• Ensure that the buyer can fund the purchase price together with all costs and expenses.
• Do not exchange contracts until you have seen and approved the client’s written mortgage offer.
• Read the mortgage offer carefully, in particular the special conditions, which may for example indicate retentions from the mortgage advance on completion.
• Check with the client overall that the mortgage offer is satisfactory.
• In a commercial transaction another firm of solicitors usually separately represents the lender. You will need to correspond with them and comply with their requirements.
• The lender’s solicitors will normally request an undertaking for costs from the borrower’s solicitors.
• The lender’s solicitors will ‘double check’ that the security property is good and marketable and free from adverse matters.
• The lender’s solicitors will have a standard set of requirements for the borrower’s solicitors.
• Where you are acting for the buyer’s lender you should:
  1. Refer any queries to the lender before exchange of contracts.
  2. Comply with the lender’s instructions.
  3. Check for occupiers’ rights.
  4. Carry out a bankruptcy search against the borrower.
  5. Carry out a company search against any corporate borrower.
• The mortgage deed itself will normally be in the lender’s standard format and you will need to complete the blank parts.
• Advise the client of the nature and effect of the mortgage before they execute the deed.
• Advise the client in particular that the subject property is at risk if they do not meet the monthly repayments.
• Ensure that the client executes the mortgage deed before completion and leave it undated in your file.
• Date the mortgage deed on completion.
• If you are acting for the lender, following completion of the mortgage you will need to take the following steps:
  1. If the borrower is a limited company register the mortgage at the Companies Registry within 21 days of completion.
  2. For registered land, apply to register the mortgage at Land Registry before the priority period of your pre-completion search expires.
  3. For unregistered land, within two months of completion apply to Land Registry to register the mortgage at the same time as your application for first registration.
  4. When you receive the title information document from Land Registry check that the mortgage has been properly registered in the charges register.

• The lender’s solicitor will normally insist on an undertaking from the borrower’s solicitor to be responsible for the lender’s costs whether or not the matter proceeds to completion. This is primarily to cover abortive fees. Such an undertaking should be given, up to a maximum specified sum, and only with the borrower’s express authority. The borrower’s solicitor should always consider the merit of obtaining monies in advance from the client before giving such an undertaking.
• Although more unusual in a commercial transaction, acting for both lender and buyer/borrower is generally acceptable provided the lender is an institutional lender using a standard mortgage and there is no conflict of interest, e.g. if you are aware that the borrower intends to breach a condition of the mortgage offer.
• When acting for lender and buyer/borrower check compliance with the Solicitors’ Code of Conduct.
• Confidentiality – unless there is a prima facie case of fraud, you will need your borrower client’s consent before passing on any confidential information to your lender client.
• Any guarantor of the borrower who is executing the mortgage deed should be told to take independent legal advice before signing. This is because the guarantor may become liable instead of, or as well as, the borrower for all the money owing under the deed.

• Mortgages are protected by entry on the charges register of the registered title.
• Following completion, evidence of discharge of the mortgage by the lender is on Form DS1 or END1.
• Following completion, apply to register the new mortgage at the same time as you apply for registration of the transfer to the buyer.

• A first mortgage is protected by deposit of title deeds with the lender. Second mortgages should be protected as C (i) land charges.
• Following completion, evidence of discharge of the mortgage is a receipt endorsement by the lender on the mortgage deed itself.
• Following completion, apply to register the new mortgage at the same time as you apply for first registration of title.

• Inform your lender client of any price alteration or other information which may be relevant to the lending decision. However, you also have a duty of confidentiality to your borrower client, so the borrower must consent to any disclosure you make to the lender.
• If your instructions are unusual or the transaction is unusual, ask your borrower client for a full explanation. If your client is attempting to commit a fraud, or if you are in any doubt about your client’s motives, discontinue acting.
• Ensure that all monies are paid through the solicitors’ accounts, not between the parties direct.
• Be on your guard against false mortgage applications and inflated property valuations. If in doubt, make further investigations; do not accept the situation and just proceed with the transaction.
• When acting for more than one client (e.g. joint borrowers), take instructions from each client in person. To avoid possible forgery best practice is for all borrowers to sign the mortgage deed in your presence.

• Your client is legally bound to proceed with the sale once contracts are exchanged.
• Report to the client and get confirmation that they wish to proceed before committing your client to exchange. The client will need to sign the agreed form of contract.
• Ensure there will be sufficient funds available on completion to discharge any mortgages on the property.
• Although unlikely in a commercial transaction, if your client has a related purchase make sure you synchronize exchange on the two transactions.
• Exchange is normally by telephone between buyer’s and seller’s solicitors using Law Society formulae A, B, or C.
• Comply fully with the requirements of the formulae by writing memos for the file and sending out the signed contract.
• After exchange the seller is a qualified trustee of the legal estate and owes a duty to the buyer to exercise reasonable care to keep the property in the same condition as it was at the date of the contract.

• Your client is legally bound to proceed with the purchase once contracts are exchanged.
• Make sure you are satisfied with the results of all searches, enquiries and title investigation, and that your client’s financial arrangements are in order (including mortgage offer received).
• Make sure the client is satisfied with the result of their survey.
• Check the insurance position in the contract. Under the Standard Commercial Property Conditions the buyer assumes the risk after exchange. If the responsibility for insurance passes to the buyer make sure this is arranged.
• Report to the client and get confirmation that they wish to proceed before committing your client to exchange. The client will need to sign the agreed form of contract and put you in funds for the deposit payable on exchange.
• Although unlikely in a commercial transaction, if your client has a related sale make sure you synchronize exchange on the two transactions.
• Exchange is normally by telephone between buyer’s and seller’s solicitors using Law Society formulae A, B, or C.
• Comply fully with the requirements of the formulae by writing memos for the file and, if appropriate, sending out the signed contract and deposit monies.
• After exchange, if appropriate protect the contract by registration.

• If you fail to synchronize exchange of contracts on a related sale and purchase, and the client suffers loss, you will be negligent.
• Best practice is for the client to sign the contract personally. Do not sign the contract on behalf of the client unless you have been given power of attorney or the client has given you express authority in writing to sign on their behalf.
• Before giving an undertaking to a bank to repay any bridging loan you will need to consider the terms of the undertaking carefully to ensure that you can comply with it. Remember when undertaking to pay money that such payment should be conditional upon your firm actually receiving the funds. Furthermore, you should obtain from your client prior irrevocable written authority to give the undertaking.
• As the telephone formulae for exchange of contracts involve the use of professional undertakings they should be used only between firms of solicitors and licensed conveyancers, i.e. not where unqualified persons are involved. Any variations of the formulae should be recorded on the solicitors’ files and confirmed in writing, in case of any later disputes.

No differences for registered and unregistered land.

No differences for registered and unregistered land.

• Approve the draft purchase deed prepared by the buyer’s solicitor.
• The contents of the purchase deed are governed by the contents of the contract. Ensure that the buyer has included all relevant clauses as agreed in the contract, (e.g. new easements and covenants in a sale of part transaction) but no more than that.
• If the contract incorporates the Standard Commercial Property Conditions, SCPC 6.3.2 requires the seller to approve or revise the draft purchase deed within four working days of the delivery of the draft from the buyer.
• SCPC 6.3.4 provides that if the period between the date of the contract and the completion date is less than 15 working days, the time limit for approval is reduced pro-rata.
• In order to transfer the legal estate, the seller must always execute the purchase deed. Attend to this before completion but leave the deed undated until completion.
• Explain the purpose and contents of the purchase deed to your client.

• Draft the purchase deed using one of the following documents as appropriate:
• If the land being purchased is the whole of a registered title (freehold or leasehold), use Land Registry Form TR1.
• If the land being purchased is part of a registered title (freehold or leasehold), use Land Registry Form TP1.
• If the land being purchased is unregistered, use Land Registry Form TR1 (whole) or TP1 (part) (freehold or leasehold).
• If the land being purchased is unregistered and the transaction is complex (e.g. sale of part), it may be easier to use a precedent conveyance (for freehold) or assignment (for leasehold).
• If PRs are transferring land to a beneficiary under a will or intestacy, use an assent (there is a prescribed Form AS1 for registered land (AS3 for part)).
• If PRs are selling land to a third party, use the appropriate Land Registry Form (as above).
• A plan in the purchase deed is generally only necessary where part of the seller’s property is being sold. It must be accurate and to scale.
• Send the draft purchase deed to the seller’s solicitors in duplicate. The draft is often accompanied by standard pre-completion requisitions (see stage 8).
• If the contract incorporates the Standard Commercial Property Conditions, SCPC 6.3.2 requires the buyer to send the seller the draft purchase deed at least 12 working days before the completion date.
• SCPC 6.3.4 provides that if the period between the date of the contract and the completion date is less than 15 working days, the time limit is reduced pro-rata.
• The buyer must execute the purchase deed only if the buyer is either making a declaration (e.g. as to co-ownership) or entering into new obligations (e.g. indemnity covenant).
• Explain the purpose and contents of the purchase deed to your client.

In some cases buyer’s solicitors may undertake to use their best endeavours to arrange for their client to execute the purchase deed after completion. However best practice is for all relevant parties to execute the deed on or before completion.

Use Land Registry forms as appropriate.

The traditional form of purchase deed is a Conveyance (freehold) or Assignment (leasehold). However Land Registry forms will normally be used today where the transaction triggers compulsory first registration of title.

• Be ready to reply to the buyer’s requisitions on title.
• Where the title is subject to a mortgage, obtain redemption figures immediately after exchange.
• If the title is registered, ensure Form DS1 (or, if applicable, ) is prepared (but left undated) before completion, or take a copy of the charges register, to ensure the necessary details of the registered charge can be entered on the form to be sealed by the lender after completion. Alternatively be prepared to arrange for an e-DS1 to be transmitted
• If the title is leasehold, make sure you get all up-to-date receipts and demands relating to ground rent and service charge payments (including buildings insurance premiums) for apportionment, and check that the last receipt for ground rent is clear, i.e. that there are no alleged outstanding breaches of covenant.
• If the property is let be ready to apportion the rental being paid as at the day of completion.

• Submit your Requisitions on Title form suitable for commercial property including property that may be subject to lettings.
• Make sure you complete and consider all necessary pre-completion searches -
• For registered land:
  1. (a) OS1 (buying the whole title), OS2 (buying part of the title);
  2. (b) K16 land charges bankruptcy search against the buyer, if you are also acting for a lender;
  3. (c) Company search if buying from a company.
• For unregistered land:
  1. (a) K15 full land charges search against past and present estate owners, post-1925;
  2. (b) K16 land charges bankruptcy search against the buyer if you are also acting for a lender;
  3. (c) Company search if buying from a company.

• When acting for a seller, be careful about how you reply to the requisitions form as some answers may amount to enforceable solicitors undertakings. Failure to comply with your answer, say in relation to paying off mortgages, will amount to a breach of the Code of Conduct for solicitors 2007, R.10.05.

• For registered land the correct title searches are OS1 (buying the whole title) or OS2 (buying part of the title).
• When acting for buyer and lender together and if purchasing registered land, apply for a Land Registry search in the name of the lender only; in this way the buyer will also obtain the benefit of the search priority protection.

• For unregistered land the correct title search is a K15 full land charges search against past and present estate owners, post-1925.

• Do you need to prepare a completion statement for the buyer’s practitioner? The purpose of this statement is to show the buyer how much is expected to be paid over at completion. If this is only the balance of the purchase price after taking into account the deposit then a statement is unnecessary.
• Do you need to prepare a completion statement for the seller? The purpose of this statement is to show the seller how much will be left over on completion by way of the net proceeds of sale, either to be applied towards a related purchase or as the simple net proceeds of sale.
• In both cases if the property is let be ready to apportion the rental being paid as at the day of completion.

• Do you need to prepare a completion statement for the buyer? The purpose of this statement is to show the buyer how much will be needed to complete the purchase of the subject property.

• If you are acting for a buyer failure to check and verify the details of a financial statement on behalf of a client may amount to a breach of the Code of Conduct for solicitors 2007—Rule 1.04 You must act in the best interests of each client; R.1.05 You must provide a good standard of service to your client. This is particularly so in relation to the apportionment of rents paid in advance or in arrear.

• If you are acting for the Buyer and there is to be a long delay between exchange and completion consider protecting the contract by registering a Unilateral Notice.

• If you are acting for the Buyer and there is to be a long delay between exchange and completion consider protecting the contract by registering a C(iv) Land Charge (estate contract).

• If selling with vacant possession make sure the seller is moving out and (if the contract so provides) ascertain the time that full vacant possession should be available, i.e. when the property will be empty.
• If completing by post, make sure you post off the deeds, documents, and purchase deed immediately on receipt by bank transfer of the purchase monies.
• Prepare a schedule of deeds and documents to be handed over at completion and obtain the buyer’s conveyancer’s signature thereon to confirm their transmission.
• When seeking payment of the sale price along with apportionments ensure that the buyer’s practitioner has a completion statement and copy receipts or current demands.
• Ensure the keys are released and the selling agents (if any) duly informed of completion.
• If the land is unregistered, remember to attach all necessary endorsements on the most recent title deed (normally only on a sale of part) and a memorandum on any relevant grant of representation.
• If the property is let, issue an authority for the future payment of rent addressed to the tenant but handed to the buyer at completion so that the buyer can receive all future rent.

• When completion is by post make sure all the proper safeguards (particularly undertakings), are in place and in writing.
• In registered land, ask for the original lease if the title is an existing registered leasehold.
• If the seller has a mortgage, ensure that you obtain the seller’s practitioner’s undertaking to redeem in the form recommended by The Law Society together with his or her confirmation of appointment as agent for the seller’s lender on completion.
• Check the execution of the purchase deed and inspect any relevant powers of attorney in support and obtain certified copies of the powers.
• Inspect and approve all original receipts or current demands relevant to the details in the completion statement.
• If the property is subject to a tenancy, obtain a rental authority issued by the seller or the seller’s practitioner authorizing the tenant to pay all future rent to the buyer.

• If you are acting for a party to a conveyancing transaction and you fail to organize completion such that there is a breach of contract, such failure may amount to a breach of the Code of Conduct for solicitors 2007—Rule 1.04 You must act in the best interests of each client; R.1.05 You must provide a good standard of service to your client.
• Always be alive to the risks of money laundering. If a client offers to pay you large amounts in cash or if a buyer makes a similar offer consider whether in accepting this money you might be involving yourself in money laundering.

The correct forms for registered land mortgage discharges include DS1, DS2, END1 and eDS1.

The correct form for unregistered land mortgage discharges are vacating receipts endorsed on the mortgage deed or a release, usually by deed, relating to part of the land subject to the charge.

• Make sure the keys for the subject property can be released and commit to the post on the day of completion the deeds and documents of title with the executed and dated purchase deed.
• If the subject property is subject to a mortgage, send, on the day of completion, sufficient redemption monies to the lender along with Form DS1 for registered land and the mortgage deed for receipting in unregistered land. Alternatively arrange for an e-DS1 to be transmitted
• Pay to the client the net proceeds of sale and supply full accounts, including a note of your own charges; or alternatively apply the net proceeds towards an allied purchase if these are your instructions.
• If there is a sale of part and the deeds are in your possession, ensure that you have instructions about their custody and, if they are to remain with you, place them all within a fireproof safe.

• Advise the buyer, and the buyer’s lender, that you have effected completion in accordance with the contract terms.
• On receipt of the purchase deed deal with the stamping requirements, being stamp duty land tax for purchases currently exceeding £150,000. Ensure the stamp duty land tax is paid within 30 days of completion to avoid any penalty fee for late payment.
• If the title is unregistered, submit the deeds for first registration within two months of completion; and if the title is registered, submit the dealing for registration within your search priority period.
• Make sure you use the correct form for your land registry application and include certified copy mortgages. Also include a certified copy transfer where it is a transfer of part imposing new restrictive covenants and remember to include the appropriate land registry fee. Include SDLT5.
• Be prepared to comply with the land registry identity verification requirements.
• If there is a mortgage created by a limited company, make sure the mortgage is registered at Companies House within 21 days of the completion date, and remember this is an unequivocal deadline incapable of extension without recourse to the court.
• If the subject property is leasehold and if the lease terms require it, give notice of assignment or transfer to the lessor’s practitioner, pay any requisite fee, and request a receipted copy of the notice to be placed with the deeds.

• When acting for a seller do not delay in paying the net proceeds of sale to your client. Failure may amount to a breach of the Code of Conduct for solicitors 2007—Rule 1.04 You must act in the best interests of each client; R.1.05 You must provide a good standard of service to your client.
• When acting for a seller be careful about how you handle enforceable solicitor’s undertakings. Failure to comply with an undertaking, e.g. to pay off mortgages on completion, will amount to a breach of the Code of Conduct for Solicitors 2007, R.10.05.

Acting for a buyer, make sure you get your registration application to the registry within the priority period of your OS1 or OS2 pre-completion search.

• If you are acting for a buyer make sure you submit any unregistered title for first registration. Even if the acquisition does not induce registration consider voluntary first registration.
• Make sure your first registration application gets to the registry within two months of completion.

• Has the time for completion set out in the contract elapsed? If it has, does the seller want you to serve a notice to complete, i.e. have you taken instructions approving this step?
• If you have instructions, have you served a notice using the necessary wording and by a method of transmission that will enable you to prove service of the notice?
• Has the period set out in the notice expired? If so does the seller want to rescind the contract, sell the property elsewhere and possibly sue for damages?
• Is there some other form of breach of contract? If so, have you obtained a full history of the conveyancing transaction with all supporting papers; and what remedy does the seller want?
• Does it make economic sense to commence proceedings bearing in mind the costs that will be incurred?

• Has the time for completion set out in the contract elapsed? If it has, does the buyer want you to serve a notice to complete, i.e. have you taken instructions approving this step?
• If you have instructions, have you served a notice using the necessary wording and by a method of transmission that will enable you to prove service of the notice?
• Has the period set out in the notice expired? If so does the buyer want to rescind the contract and possibly sue for damages?
• Does it make economic sense to commence proceedings bearing in mind the costs that will be incurred?
• Apart from the other party to the contract might there be another claim, e.g. against a conveyancing practitioner or surveyor in negligence?

• If you are acting for a party to a conveyancing transaction and by your conduct you delay or frustrate completion such that there is a breach of contract, your failure may amount to a breach of the Code of Conduct for solicitors 2007—Rule 1.04 You must act in the best interests of each client; R.1.05 You must provide a good standard of service to your client.

If you are acting for the Buyer and there is a threat of litigation because completion has not taken place, consider protecting the contract by registering a Unilateral Notice.

If you are acting for the Buyer and there is a threat of litigation because completion has not taken place, consider protecting the contract by registering a C(iv) land charge (estate contract).