Acquisition of a commercial property portfolio (buyer)—between exchange and completion
Acquisition of a commercial property portfolio (buyer)—between exchange and completion

The following Property practice note provides comprehensive and up to date legal information covering:

  • Acquisition of a commercial property portfolio (buyer)—between exchange and completion
  • Pre-completion searches and requisitions
  • Prepare the transfer(s)
  • Stamp Duty Land Tax (SDLT) or Land Transaction Tax (LTT) return
  • The buyer’s mortgage
  • Completion statements
  • The seller’s completion statement
  • The buyer’s completion statement
  • Obtain undertakings

Between exchange and completion:

Pre-completion searches and requisitions

See: Practice Note Pre-completion searches, Pre-completion searches—checklist and Pre-completion—assignment of a rack rent lease (assignee)—checklist.

Pre-completion requisitions are often referred to as ‘requisitions on title’ and their purpose is to agree the practical arrangements for completion. For commercial property, it is common practice to ask the seller’s solicitor to reply to the Solicitor's Completion Requirements (SCR). SCR is part of the Commercial Property Standard Enquiries (CPSE) suite of documents. See Practice Note: Commercial Property Standard Enquiries—CPSEs.

You should consider raising a pre-completion requisition on title asking the seller to confirm that nothing has occurred that would change their previous replies to pre-contract enquiries (but note that the seller will not be obliged to respond to this unless a contractual term obliges it to).

Prepare the transfer(s)

Most sale contracts oblige the buyer to:

  1. prepare and engross the transfer and send it to the seller’s solicitor by a set date

  2. execute the transfer in duplicate and send the duplicate to the seller following completion

In commercial transactions, the agreed form of the transfer is usually annexed to the sale contract. If this is not the case, send a draft to the seller’s solicitor for approval in accordance with the terms of the contract.

Ensure that:

  1. the engrossment executed by the seller is printed on durable A4 paper, and

  2. on a transfer of part,

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