Corporate Property Support Solicitors
Commercial property legal support for businesses, investors and corporate advisers undertaking acquisitions, disposals, reorganisations and other corporate transactions. We deal with the property work behind the corporate transaction — from title and lease due diligence to landlord consents, transfers, occupational arrangements and completion.
Corporate Property Support Solicitors
Property can be one of the most important assets or liabilities within a business transaction.
A company may own its trading premises, occupy several sites under commercial leases, hold investment properties through subsidiaries or have property arrangements between different companies within its group.
When that business is acquired, sold, reorganised, refinanced or restructured, those property interests need to be dealt with correctly.
At Knights & Shah Solicitors, we provide commercial property support in connection with:
- Business acquisitions
- Business sales
- Share transactions
- Asset transactions
- Corporate reorganisations
- Group restructures
- Property transfers
- Lease assignments
- New commercial leases
- Landlord consents
- Property due diligence
- Refinancing
- Property-owning companies
- SPVs
- Investment property
- Corporate occupation arrangements
Our role is to deal with the property component of the wider corporate transaction and coordinate it with the commercial timetable.
Where specialist corporate or tax advice is required, we work alongside the client's appropriate advisers.
Property in Corporate Transactions
A corporate transaction can involve property in several different ways.
The target company may:
- Own freehold premises
- Own long leasehold property
- Occupy premises under commercial leases
- Hold investment properties
- Operate from several locations
- Share premises with another group company
- Own development land
- Have property subject to secured lending
The first step is establishing exactly what property interests exist and what needs to happen to them as part of the transaction.
That can determine whether the transaction requires:
- Property transfer
- Lease assignment
- New lease
- Landlord consent
- Licence
- Refinancing
- Release of security
- New security
- Land Registry application
Property requirements should be identified early because they can affect the timetable for the entire transaction.
Share Sale or Asset Sale
The property consequences can differ significantly depending upon whether a transaction is structured as a share sale or an asset sale.
In a share sale, the buyer acquires shares in the company.
If that company already owns or leases property, the legal entity holding the property ordinarily remains the same.
In an asset sale, specific business assets are transferred to the buyer.
If property forms part of those assets, separate property documentation may therefore be required.
GOV.UK similarly distinguishes between selling the entire shareholding of a limited company and the company selling part of its business.
Understanding the corporate transaction structure is therefore essential before deciding what property work is necessary.
Property Due Diligence
Where a business owns or occupies property, the buyer may require legal due diligence.
Depending upon the transaction, we may review:
- Registered title
- Freehold ownership
- Leasehold ownership
- Occupational leases
- Rent
- Rent review provisions
- Break clauses
- Repair obligations
- Service charges
- Insurance
- Assignment provisions
- Underletting provisions
- Alteration provisions
- Permitted use
- Security of tenure
- Easements
- Restrictive covenants
- Charges
- Restrictions
- Relevant property documentation
The purpose is to identify property issues capable of affecting the business after completion.
Freehold Property Due Diligence
Where the target company owns freehold property, due diligence may consider:
- Registered proprietor
- Property extent
- Rights benefiting the property
- Rights burdening it
- Restrictions
- Charges
- Covenants
- Occupational interests
- Other title matters
A property may be central to the operation or value of the business.
An issue affecting legal access, use or ownership can therefore have consequences beyond the property transaction itself.
Our dedicated due diligence service is:
Leasehold Property Due Diligence
Many businesses occupy their premises under commercial leases.
A buyer may therefore need to understand:
- Remaining lease term
- Current rent
- Rent review
- Break rights
- Repair obligations
- Service charge
- Insurance
- Permitted use
- Assignment restrictions
- Alteration restrictions
- Security of tenure
- Rent deposits
- Guarantees
- Side letters
- Variations
The lease may contain significant financial or operational obligations.
A business acquisition should therefore consider the premises on which the business depends rather than treating the lease as a secondary document.
Change of Control and Commercial Leases
A share sale does not automatically mean that every commercial lease must be assigned because the company holding the lease remains the same legal entity.
However, the lease and related documents should still be checked.
There may be provisions relevant to:
- Change of control
- Guarantees
- Security
- Group arrangements
- Other contractual requirements
The position depends upon the actual documentation.
It should therefore never be assumed that a share transaction has no property implications simply because the registered tenant remains unchanged.
Asset Sales and Lease Assignments
An asset sale can require a commercial lease to move from the seller to the buyer.
This may require:
- Landlord consent
- Licence to assign
- Authorised Guarantee Agreement
- New guarantor
- New rent deposit
- Compliance with lease conditions
The lease should be reviewed early.
If landlord consent is required, the landlord and its solicitors may need to be involved before completion.
That can materially affect the corporate timetable.
Our dedicated service is:
Landlord Consent
Corporate transactions can become dependent upon third-party landlord consent.
Consent may potentially be required for matters such as:
- Lease assignment
- Underletting
- Alterations
- Change of use
- Other transactions restricted by the lease
The precise requirements depend upon the lease.
Where consent is necessary, the parties should identify:
- Information required by the landlord
- Financial information about the proposed tenant
- Guarantee requirements
- Rent deposit requirements
- Landlord’s legal costs
- Documentation
- Completion timing
Leaving landlord consent until the final stages can create avoidable delay.
New Commercial Leases
Sometimes assigning an existing lease is not the appropriate solution.
The transaction may instead involve:
- Surrender of existing lease
- Grant of new lease
- Agreement for lease
- Licence to occupy
- Other occupational arrangement
This can arise where the business purchaser is to occupy premises retained by the seller or another group company.
The new arrangement should address matters such as:
- Premises
- Term
- Rent
- Repair
- Insurance
- Service charge
- Use
- Assignment
- Alterations
- Security of tenure
Our Commercial Leases practice is:
Property Transfers in Asset Transactions
Where freehold or leasehold property is being sold as an asset, the property itself may need to be transferred to the buyer.
The legal work can include:
- Title investigation
- Contract documentation
- Transfer deed
- Existing charge redemption
- Lender consent
SDLT considerations
VAT considerations
Completion
HM Land Registry registration
HM Land Registry requires an application to update the register when ownership of registered property changes.
Property transfers should therefore be integrated into the wider completion process.
Retaining Property After a Business Sale
A business owner may sell the trading business but retain ownership of the premises.
The buyer may then occupy the property under a new commercial lease.
This can allow the seller to:
- Retain the property investment
- Receive rental income
- Separate the business sale from the real estate
The property documentation needs to be negotiated alongside the corporate transaction.
Important matters may include:
- Rent
- Lease term
- Repair
- Insurance
- Service charge
- Break rights
- Security of tenure
- Guarantees
- Rent deposit
The property arrangements should be sufficiently advanced that they do not delay completion of the business sale.
Property Retained Within a Corporate Group
Corporate reorganisations may also separate operational businesses from property ownership.
For example:
One company owns the building.
Another group company operates the business.
The operating company occupies under a lease or other arrangement.
Where this structure is used, the occupation should be documented appropriately.
An undocumented arrangement can create uncertainty around:
- Rent
- Repair
- Insurance
- Access
- Services
- Termination
- Finance
This can become particularly important if one of the companies is later sold.
Corporate Reorganisations
Businesses reorganise for many reasons.
These can include:
- Group simplification
- Investment restructuring
- Business separation
- Finance
- Succession planning
- Preparation for sale
Development strategy
Where property moves between companies, the reorganisation may require actual property transfers.
The transaction can involve:
- Transfer deeds
- Existing leases
- Charges
- Restrictions
- Lender consent
- SDLT
- VAT
- Land Registry applications
A corporate reorganisation should therefore be mapped against the legal ownership of each relevant property before implementation.
Intra-Group Property Transfers
Property may be transferred between companies within the same corporate group.
Common ownership does not mean the property can simply be moved administratively from one company to another.
The companies are separate legal entities.
A transfer can therefore require:
- Appropriate authority
- Transfer documentation
- Finance review
- Existing charge review
- Tax consideration
- Completion
- Registration
HMRC's current SDLT guidance confirms that transfers to connected companies can be subject to specific market-value rules, subject to relevant statutory exceptions or reliefs.
Any proposed relief should be checked against its precise conditions before the transaction is implemented.
Corporate Property and SDLT
Property transfers associated with corporate transactions can have Stamp Duty Land Tax consequences.
Relevant transactions can include:
- Freehold transfers
- Leasehold transfers
- Grant of new leases
- Intra-group transfers
- Transfers to connected companies
Property restructuring
SDLT should therefore be considered before the corporate structure becomes fixed.
For land in England and Northern Ireland, SDLT is the relevant land transaction tax. Wales operates Land Transaction Tax instead.
Our dedicated service is:
Detailed tax planning should be undertaken with an appropriate tax adviser.
Corporate Property and VAT
VAT can also affect property involved in a business or corporate transaction.
Issues may include:
- Option to tax
- VAT on property consideration
- VAT on rent
Property investment businesses
Transfer of a business as a going concern
HMRC guidance confirms that, where the statutory conditions are met, transfers involving a property rental business can potentially qualify as a transfer of a business as a going concern, including in certain cases the transfer of a single let property.
Whether those conditions apply is fact-specific.
The property documents should reflect the tax position established by the parties and their tax advisers.
Property-Owning Companies
Some corporate transactions involve a company whose principal asset is commercial property.
The buyer may acquire the company rather than acquiring the property directly.
Property due diligence can still be important because the buyer ultimately acquires control of the entity holding the asset.
Review may include:
- Title
- Occupational leases
Property finance
Charges
Restrictions
Easements
Covenants
Existing property agreements
The corporate structure does not remove the need to understand the underlying real estate.
SPVs and Corporate Transactions
Commercial property is frequently held through special purpose vehicles.
A transaction may involve:
- Acquisition of SPV shares
- Sale of an SPV
- Transfer of property into an SPV
- Refinancing an SPV
- Group reorganisation involving SPVs
The property and corporate elements should be considered together.
Our dedicated Property Structuring service is:
Property Finance in Corporate Transactions
Property may already be charged to a lender.
A corporate transaction may therefore require consideration of:
- Existing legal charges
- Debentures
- Guarantees
- Lender consent
- Redemption
- Replacement finance
- New security
GOV.UK confirms that companies must notify Companies House of relevant changes including mortgages and loan guarantees or charges.
The finance requirements should be identified early because lender involvement can materially affect the completion timetable.
Refinancing as Part of a Corporate Transaction
A buyer may use new finance to complete an acquisition.
Alternatively, an existing property may be refinanced at the same time as:
- Business acquisition
- Reorganisation
- Property transfer
- Group restructure
This can involve several interconnected steps.
For example:
Existing finance is redeemed.
Property ownership changes.
New lending completes.
New security is granted.
Corporate transaction completes.
The completion mechanics need to be coordinated carefully.
Our dedicated refinancing service is:
Development Property in Corporate Transactions
A business or company being acquired may own development land.
Additional due diligence may then be required concerning:
- Planning
- Development agreements
- Options
- Overage
- Easements
- Rights to light
- Site assembly
- Development finance
- Joint venture arrangements
Development property can therefore require more detailed investigation than straightforward operational premises.
Our Property Development section is:
Multiple Business Premises
Some businesses operate from several locations.
A transaction might therefore involve:
- Head office
- Warehouses
- Retail units
- Industrial units
- Offices
- Storage facilities
- Each property can have different:
- Landlord
- Lease term
- Rent
- Break rights
- Assignment provisions
- Repair obligations
A property schedule can help identify what needs to happen to each location before completion.
Property Portfolio Transactions
A corporate transaction can also involve a business holding a portfolio of investment properties.
The legal work may include reviewing:
- Individual titles
- Occupational leases
- Existing finance
- Charges
- Property management arrangements
- Material title issues
For larger portfolios, organisation becomes particularly important because one unresolved property can potentially affect the timing of a wider transaction.
Our Property Portfolio Management service is:
Land Registry Requirements
Corporate transactions involving changes in registered ownership may require applications to HM Land Registry.
These can include:
- Transfer of whole title
- Transfer of part
New legal charge
Discharge of existing charge
Lease registration
Restrictions
Other title applications
HM Land Registry also has specific procedures for large-scale applications affecting substantial numbers of titles, including certain bulk transfers and charges.
Registration requirements should therefore form part of the transaction plan rather than being considered only after completion.
Preparing Property for a Corporate Transaction
Property documentation should ideally be reviewed before a business is marketed for sale or before detailed due diligence begins.
Useful documents can include:
- Official title information
- Commercial leases
- Rent deposit deeds
- Guarantees
- Licences
- Deeds of variation
- Side letters
- Property finance documents
- Relevant planning documents
- Other material property agreements
Early preparation can help identify missing documents or unresolved matters before they become buyer enquiries.
Common Corporate Property Issues
Property issues capable of delaying corporate transactions can include:
- Missing leases
- Undocumented occupation
- Landlord consent required
- Historic lease variations
- Unregistered interests
- Existing charges
- Title restrictions
- Missing easements
- Break dates
- Security-of-tenure issues
- Property transfer requirements identified too late
Many of these are easier to address before the transaction reaches the final stages.
Our Corporate Property Support Process
1. Understand the Corporate Transaction
We establish whether the transaction involves a share sale, asset sale, reorganisation or other corporate event.
2. Identify the Property Interests
We identify freehold, leasehold and occupational interests involved.
3. Review the Property Documentation
Relevant titles, leases and supporting documents are examined.
4. Identify Required Property Steps
These might include transfers, assignments, landlord consents, new leases or refinancing.
5. Coordinate With the Corporate Transaction
The property work is aligned with the wider completion timetable.
6. Prepare and Negotiate Documentation
Required property documents are prepared or reviewed.
7. Completion
Property completion requirements are coordinated with the corporate completion mechanics.
8. Post-Completion
Relevant HM Land Registry and other property registration work is addressed.
How Knights & Shah Solicitors Can Help
We can provide property support in connection with:
- Business acquisitions
- Business disposals
- Share transactions
- Asset transactions
- Corporate reorganisations
- Group restructures
- Property due diligence
- Freehold property transfers
- Lease assignments
- New commercial leases
- Landlord consents
- Property-owning companies
- SPVs
- Investment property
- Corporate occupation arrangements
- Property refinancing
- Land Registry applications
Where the wider transaction requires specialist corporate, tax or other professional advice, we can work alongside the client's relevant advisers.
Why Choose Knights & Shah Solicitors?
Commercial Property Focus
We focus on the property issues capable of affecting the wider corporate transaction.
Transaction-Focused Advice
Property requirements are considered against the corporate completion timetable rather than handled in isolation.
Freehold and Leasehold Support
We can advise on owned property, leased premises and investment assets.
Joined-Up Commercial Property Advice
Corporate property work can be coordinated with refinancing, structuring, leases, acquisitions and portfolio management.
Practical Due Diligence
We focus on identifying property issues that could affect occupation, value, finance or completion.
Based in Woking, Serving England
Knights & Shah Solicitors is based in Woking, Surrey and advises businesses, investors and property owners across England.
Speak to Our Corporate Property Solicitors
Whether you are buying or selling a business, undertaking a corporate reorganisation, transferring property between companies or dealing with commercial premises as part of a wider transaction, the property work should be identified and coordinated from the outset.
Knights & Shah Solicitors provides commercial property support from due diligence and transaction planning through documentation, completion and registration.
Contact our Commercial Property team to discuss the property requirements of your corporate transaction.
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