FKINP Outgoing and incoming business tenants in England and Wales should review the lease, landlord consent, transfer documents, continuing liability and post-completion steps before choosing solicitor-led help or templates.[2][5][7]
Before signing: checks for each tenant
An assignment transfers the outgoing tenant’s leasehold interest to the incoming tenant, which assumes the tenant obligations from completion, subject to the lease and any liabilities retained by the outgoing tenant.[2]
Outgoing tenant: identify what could follow you
- Check the right to assign: establish whether the lease permits assignment, requires landlord consent or imposes conditions, and confirm whether the lease is registered.[2]
- Audit existing defaults: identify rent or service-charge arrears, repair failures, unauthorised alterations and other breaches that may need resolving before consent.[2]
- Review retained exposure: ask a solicitor to identify responsibility for existing breaches, unpaid sums and any future guarantee.[2]
Incoming tenant: investigate what you will inherit
- Read the commercial terms: examine permitted use, service charges, forthcoming rent reviews and whether a break right is personal to the original tenant.[2]
- Assess property exposure: investigate the EPC and minimum-energy-efficiency issues, existing dilapidations, repair obligations and reinstatement requirements.[2]
- Look beyond the current condition: for a Full Repair and Insure lease, review the property’s condition when the original lease began, any schedule of condition and whether alterations were authorised.[3]
- Carry out proportionate due diligence: property searches, local-authority and utility checks, environmental enquiries and a physical-condition review are common because an assignee normally accepts the existing lease with little or no opportunity to amend it.[2]
Which assignment document does what?
Landlord consent does not itself transfer the lease: the licence to assign records the landlord’s consent and its conditions, while the deed of assignment transfers the leasehold interest.[2][7]
- Written consent request: where consent is required, identifies the proposed assignee and use, usually with financial information, references and details of how existing breaches will be resolved.[2]
- Assignment heads of terms: records the proposed basis of the transaction before the formal documents are settled.[5][7]
- Licence to assign: documents the landlord’s consent and any conditions attached to it.[2][7]
- Deed of assignment: transfers the lease from the outgoing tenant to the incoming tenant.[2][7]
- Authorised guarantee agreement: if required, makes the outgoing tenant guarantee the immediate assignee’s performance of the lease obligations.[2][5][7]
- Rent-deposit deed: governs any deposit required as a condition of consent.[2][5]
- Notice of assignment: satisfies any lease requirement to notify the landlord after completion, potentially with a copy of the assignment and a notice fee.[2][7]
- Form AP1: applies to HM Land Registry to register the assignment where registration rules require it.[2][7]
Davisons describes the licence as transferring the lease, whereas Harper James and Simply-Docs distinguish the landlord’s consent from the deed that completes the transfer.[2][6][7] The lease wording, title, landlord’s conditions and transaction structure determine which documents are needed.[2][5][7]
Consent, timing and continuing liability
Guidance from Harper James and Burnetts says a lease may prohibit assignment, permit it only with landlord consent or impose no restriction.[2][5] If assignment is expressly prohibited and the lease gives no power to consent, Harper James says the starting position is that assignment is unavailable, although the landlord may agree separately.[2]
Where consent is required, apply in writing. Simply-Docs says a written application under a consent-qualified covenant should receive a written decision within a reasonable time, with any refusal or condition also being reasonable.[7]
Provide the assignee’s identity, intended use, financial information, references, company accounts and proposed-guarantor details, plus a plan for clearing arrears or resolving repairs and other breaches.[2][4] Higgs gives around 28 days only as a broad guide, while Burnetts describes a reasonable period as weeks rather than months; both make timing dependent on the circumstances and information provided.[4][5]
Possible consent conditions include payment of the landlord’s legal costs, confirmation that rent is up to date, an authorised guarantee agreement, a guarantor or a rent deposit.[2][4][5]
Check continuing liability before accepting those conditions. Simply-Docs says a tenancy granted on or after 1 January 1996 ordinarily releases the outgoing tenant from lease covenants on lawful assignment, but the landlord may require an authorised guarantee agreement covering the immediate assignee; its guidance says a pre-1996 lease can leave the outgoing tenant liable throughout the term.[7] Assignment can also leave the outgoing tenant responsible for unpaid sums, pre-assignment breaches and later obligations under an authorised guarantee agreement.[2][3][4]
HM Land Registry says breach of a covenant against assignment may permit forfeiture where it activates a forfeiture clause.[1] Burnetts also identifies possession proceedings, damages, an injunction and retrospective consent as possible consequences of assigning without required consent.[5]
Completion, registration and handover
- Complete the transaction documents: complete the deed of assignment, licence to assign and any required guarantee or rent-deposit documents.[2]
- Serve the required notice: the lease may require written notice to the landlord, a copy of the assignment and payment of a stated, minimum or reasonable notice fee.[2]
- Address tax by property location: for an English property, ask the conveyancer whether an SDLT return or payment is required. For Welsh land, LTT replaces SDLT for relevant transactions from 1 April 2018, subject to transitional rules. Welsh Revenue Authority guidance includes acquisition of an existing lease through assignment. Ask which return, consideration and exemption or relief applies to the actual transaction.[2][8]
- Register where required: the assignee normally handles the HM Land Registry application. Harper James warns that, until required registration is completed, the assignment may not be fully effective at law, potentially affecting break notices, lender security and a later assignment.[2]
Treat any Land Registry restriction as a separate checkpoint. Consent intended to satisfy a restriction must expressly consent to registration of the disposition, not only the transaction; alternatively, a required certificate must follow the restriction’s wording, and form RXC may be used.[1]
A conveyancer may need to consider cancellation using RX3, withdrawal by the restrictioner using RX4 or disapplication using RX2. HM Land Registry confirms no fee for RX3 or RX4, while RX2 attracts a fixed fee whose amount is not given on the cited page.[1]
Agree who will record the practical handover of:
- keys and access cards;
- meter readings and utility arrangements;
- insurance evidence;
- inventories; and
- financial apportionments.
The cited guidance does not establish a universal physical handover protocol or transaction-specific amounts for SDLT, Welsh LTT, registration, RX2 or notice charges. Confirm the property jurisdiction, transaction date, consideration, applicable tax return and current fees with the conveyancer before completion.[1][2][8]
Taylor Rose vs Davisons vs Simply-Docs
The choice is between solicitor-led work and document downloads. The suitability comments below are editorial judgements based on the services described.
Taylor Rose
Service: Acts for landlords, outgoing tenants and assignees, preparing or reviewing consent and transfer documents.[3]
Published pricing: Taylor Rose says landlord legal and other assignment costs may reach £2,000 plus VAT, with allocation between the parties open to negotiation.[3]
Suited to: Transactions requiring lease interpretation, repair-risk review, AGA negotiation or registration work.[3]
Davisons
Service: Advises landlords and tenants, offers a free initial assessment and covers lease obligations, licences to assign, rent-deposit deeds and possible AGAs.[6]
Published pricing: Its page describes cost allocation rather than quoting a transaction price; it says the tenants are likely to bear assignment costs, including landlord costs even if consent is refused.[6]
Suited to: Those wanting an initial solicitor assessment before defining the work required.[6]
Simply-Docs
Service: Supplies consent letters, heads of terms, registered and unregistered assignment deeds, form AP1 and a notice of assignment.[7]
Published pricing: The Property package costs £38.50 plus VAT, allows unlimited downloads for one year and does not auto-renew.[7]
Suited to: A document-led transaction where the parties can select, check and adapt the appropriate forms.[7]
Solicitor-led help is the stronger fit where consent is disputed, an older lease may preserve liability, an AGA is requested, breaches or dilapidations exist, title restrictions are unclear or the assignee faces substantial repair exposure. Templates are more suitable where the transaction is understood and each document can be checked for the specific lease.[1][2][3][7]
What to confirm with each provider
- Taylor Rose and Davisons: ask for the client fee, contract length, cancellation terms and expected timing; Davisons publishes that its solicitors advise on lease assignments and may draft an Authorised Guarantee Agreement.[3][6]
- Simply-Docs: clarify refund and early-cancellation terms and whether personalised solicitor advice is available; the cited page does not state these points.[7]
- All three: the cited pages do not provide independently verified processing times, outcome rates or assignment-success rates.[3][6][7]
References
- HM Land Registry — Practice guide 19A: restrictions and leasehold properties (gov.uk)
- Assigning a commercial lease | Transferring or taking over a lease (harperjames.co.uk)
- Solicitors for lease assignment | Taylor Rose Solicitors (taylor-rose.co.uk)
- What is an assignment of a commercial property lease? – Higgs LLP (higgsllp.co.uk)
- A short guide to commercial lease assignments – Burnetts Solicitors (burnetts.co.uk)
- Lease Assignment Solicitors | Free Initial Assessment (davisons.law)
- How to Assign a Lease (simply-docs.co.uk)
- Welsh Revenue Authority — Land transactions and Land Transaction Tax (gov.wales)
