Legal issues on buying the shares in a UK property-owning SPV
Produced in partnership with Paul Sutton of L C N Legal

The following Property practice note produced in partnership with Paul Sutton of L C N Legal provides comprehensive and up to date legal information covering:

  • Legal issues on buying the shares in a UK property-owning SPV
  • Key differences in the legal risk profile, compared to a direct property purchase
  • Tax risks
  • Initial assessment of a proposed property SPV transaction
  • Heads of terms
  • The purchase price for the shares as the SPV’s net asset position
  • Illustration
  • The corporate documentation
  • Practical issues

Legal issues on buying the shares in a UK property-owning SPV

Key differences in the legal risk profile, compared to a direct property purchase

In general, the intention of a person buying the shares in an SPV which owns UK property is to replicate the commercial position which would apply on a direct purchase of that property. This typically means dealing with property-related issues through replies to enquiries and the buyer’s own investigations, and dealing with any other issues separately through due diligence and the corporate documentation.

However, the actual risk profile for an SPV transaction will necessarily be very different compared to that of a direct property purchase. There are two main reasons for this:

  1. first, on a direct property purchase, the buyer can rely directly on property searches and the process of land registration in order to obtain good title to the property, free of encumbrances. This is not the case on an SPV purchase, where searches give only indirect protection

  2. second, the purchaser of the shares of an SPV will inherit (albeit indirectly) any actual or contingent liabilities and issues relating to the corporate entity itself. In order to assess those liabilities, the purchaser must rely on information provided by the seller. This includes information made available in the due diligence process, backed up by warranties and indemnities. Those warranties and indemnities will be

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