Commercial Property Finance Solicitors
Strategic legal advice on commercial property finance, secured lending, refinancing and property-backed transactions. Protecting your position from initial funding terms and property due diligence through to security, completion and registration.
Expert Commercial Property Finance Solicitors
Finance is often central to a commercial property transaction.
Whether funding an acquisition, refinancing an existing asset, raising capital against a property portfolio or financing a development opportunity, the legal structure of the property and the lender's security requirements can directly affect whether and when the transaction completes.
At Knights & Shah Solicitors, we advise investors, property companies, developers, landlords, businesses and other commercial borrowers on the property aspects of commercial real estate finance across England.
Our work can include:
- Commercial property acquisition finance
- Investment property finance
- Commercial mortgages
- Secured lending
- Refinancing
- Portfolio refinancing
- Development-related property finance
- Bridging and short-term property finance
- Legal charges over commercial property
- Title investigation
- Lender due diligence requirements
- Reports on title
- Existing charge redemption
- Priority and security matters
- Post-completion registration
Our objective is to identify issues capable of delaying funding or weakening the proposed security at an early stage and help coordinate the property transaction with the client's financing arrangements.
Who We Advise
Commercial property finance can arise in many different circumstances.
Property Investors
We advise investors using finance to acquire commercial investment property, refinance existing assets or release capital from established portfolios.
Property Companies and SPVs
Property assets are frequently held through limited companies or special purpose vehicles.
We can advise on the property aspects of funding transactions involving corporate borrowers and coordinate with the client's finance, corporate and tax advisers where appropriate.
Property Developers
Development projects may require funding for site acquisition, construction, refinancing or later stages of the development lifecycle.
Our property team can deal with the real estate aspects of the financing and coordinate with our Property Development work where required.
Commercial Landlords
Landlords may refinance existing commercial assets, restructure borrowing or raise finance against income-producing property.
Owner-Occupied Businesses
Businesses may use commercial premises as security when purchasing property, refinancing existing borrowing or raising capital.
Portfolio Owners
Clients with multiple assets may require finance secured against one property or across a wider portfolio.
Commercial Property Acquisition Finance
Many commercial property acquisitions depend upon external funding.
The financing process should therefore be considered alongside the acquisition rather than treated as a separate issue immediately before completion.
A lender may require its solicitor to confirm that the property provides suitable security and that relevant legal requirements have been satisfied before funds are released.
Depending upon the transaction, this can require consideration of:
- Property title
- Purchase contract
- Searches
- Commercial property enquiries
- Existing leases
- Occupational arrangements
- Restrictive covenants
- Easements
- Access and services
- Existing charges
- Property valuation requirements
- Insurance
- Corporate borrower information
- Conditions attached to the facility
- Legal charge documentation
- Registration requirements
Identifying lender requirements early can reduce the risk of the acquisition being ready to complete while the funding remains outstanding.
Investment Property Finance
Finance for an investment property may depend not only upon the property itself but also upon the income and occupational arrangements supporting the investment.
Where a commercial property is already let, relevant matters can include:
- Occupational leases
- Rental income
Lease terms
Break rights
Rent reviews
Service charge provisions
Repair obligations
Insurance arrangements
Rent deposits
Guarantees
Existing arrears
Existing disputes
Security of tenure
Side letters and variations
The lender may need to understand the legal arrangements producing the property's income and whether those arrangements affect the quality of its security.
Detailed investment-property advice is covered separately under our Commercial Property Investment service.
Commercial Property Refinancing
Refinancing involves replacing or restructuring finance secured against an existing property or portfolio.
Clients may refinance for many reasons, including:
- Releasing equity
- Funding further acquisitions
- Replacing an existing lender
- Restructuring borrowing
- Consolidating debt
- Financing refurbishment
- Supporting development
- Expanding a property portfolio
- Restructuring group finance
Although the client may already own the property, an incoming lender will normally carry out its own legal due diligence before accepting the property as security.
The legal work can therefore include:
- Reviewing title
- Updating searches where required
- Reviewing existing leases
- Investigating restrictions
- Satisfying lender requirements
- Reviewing existing security
- Arranging redemption
- Preparing or reviewing security documentation
- Completing the refinancing
- Registering new security
Portfolio Refinancing
Financing a property portfolio can involve several assets, titles and occupational arrangements.
A lender may take security over multiple properties, potentially requiring coordinated due diligence across the portfolio.
This can involve:
- Multiple registered titles
- Different property types
- Multiple occupational leases
- Different ownership entities
- Existing charges
- Cross-security arrangements
- Portfolio valuations
- Property-specific lender requirements
- Coordinated completion
- Multiple Land Registry applications
The transaction needs to be managed as a whole while ensuring that individual title issues do not prevent or delay completion.
Secured Lending Against Commercial Property
A lender providing property-backed finance will usually require security over the relevant property.
A legal charge gives the lender a proprietary security interest over the property.
HM Land Registry confirms that a legal mortgage or charge over registered land can be created using the lender's own approved form or, where appropriate, Form CH1. Registered charges are entered against the relevant registered title.
The precise security package depends upon the transaction.
Property-related security can involve:
- Legal charges
- Restrictions on title
- Priority arrangements
- Deeds of priority or postponement
- Further advances
- Additional property security
- Guarantees or other security documentation handled by appropriate advisers
- Registration at HM Land Registry
Where the finance transaction involves broader corporate or banking documentation, we coordinate the property aspects with the relevant specialist advisers.
Legal Charges
A legal charge is one of the principal mechanisms used to secure lending against property.
The charge is registered against the property title and protects the lender's security.
HM Land Registry's current Practice Guide 29 deals with registration of legal charges and deeds varying registered charges. It confirms that lenders may use approved forms of charge tailored to their requirements and explains the registration requirements applying to charges.
Depending upon the matter, our work may include:
- Reviewing title before the charge is granted
- Dealing with lender requirements
- Preparing or reviewing relevant property documentation
- Coordinating execution
- Dealing with existing charges
- Completing the security arrangements
- Applying to register the charge
The exact requirements depend upon the lender, borrower, property and financing structure.
Title Investigation for Commercial Property Finance
A lender needs to understand whether the borrower has a suitable legal interest in the property being offered as security.
Title investigation can therefore form a central part of the financing process.
We may review:
- Registered ownership
- Property description
- Freehold or leasehold tenure
- Existing charges
- Restrictions
- Notices
- Easements
- Rights of way
- Restrictive covenants
- Access
- Services
- Occupational leases
- Third-party rights
- Title defects
- Other matters affecting the lender’s security
A title issue does not necessarily prevent finance from proceeding, but it may need to be investigated, remedied or reported to the lender.
Reports on Title
A lender may require a formal report or certificate dealing with the legal position of the property before releasing funds.
The scope depends upon the lender's instructions and the transaction.
A report may address matters such as:
- Ownership
- Property description
- Tenure
- Title restrictions
- Easements
- Existing charges
- Occupational leases
- Material rights affecting the property
- Searches
- Insurance
- Matters affecting value or marketability
- Registration requirements
Our role is to identify material property issues accurately and address the lender's requirements within the scope of our instructions.
Commercial Leases and Property Finance
Where a lender takes security over an investment property, the occupational leases can be particularly important.
The lender may need to understand:
- Rental income
- Lease length
- Tenant break rights
- Rent reviews
- Repair obligations
- Service charge recovery
- Insurance
- Assignment and underletting
- Security of tenure
- Rent deposits
- Guarantees
- Existing defaults
- Side letters and concessions
These matters can affect both the property's income and its value as security.
Where more extensive lease advice is required, the matter can be coordinated with our Commercial Lease Solicitors service.
Finance for Leasehold Commercial Property
A leasehold interest can also be used as security, subject to the terms of the lease and the lender's requirements.
Additional considerations may include:
- Remaining lease term
- Restrictions on charging the lease
- Landlord consent requirements
- Existing breaches
Rent and service charge liabilities
Forfeiture provisions
Restrictions on assignment
Insurance arrangements
Security of tenure
Registration requirements
The lender will need to be satisfied that the lease provides sufficiently robust security for the proposed financing.
Development Finance and Property Security
Development finance can involve additional property risks because the asset may change substantially during the funding period.
The lender may therefore require consideration of matters such as:
- Development site title
- Access
- Services
- Easements
- Restrictive covenants
- Existing occupational rights
- Development agreements
- Options or overage
- Rights affecting construction
- Site assembly
- Planning documentation available within the transaction
- Funding conditions
- Security over the development property
Some development finance transactions also involve staged drawdowns and monitoring arrangements.
Our role is to deal with the commercial property aspects of the funding. More extensive development work is dealt with under our dedicated Property Development services.
Bridging and Short-Term Commercial Property Finance
Short-term finance can be used where a transaction requires rapid completion or as an interim funding solution.
Examples can include:
- Auction purchases
- Acquisition pending longer-term finance
- Refurbishment
Development opportunities
Time-sensitive acquisitions
Refinancing existing debt
Short timescales do not remove the need for proper legal investigation.
Where the lender requires accelerated due diligence, it is particularly important that the parties provide title documents, searches, corporate information and other required documentation promptly.
We work to the transaction timetable while ensuring material property issues are properly identified.
Commercial Property Auction Finance
Auction acquisitions frequently involve compressed completion periods.
A successful bid will commonly create an immediate contractual obligation, making funding arrangements particularly important.
Before bidding, an investor should consider:
- Whether finance has been agreed
- Whether the lender will accept the property
- Whether valuation requirements can be satisfied
- Whether the lender requires specific searches
- Whether the auction legal pack reveals title issues
- Whether the lender’s timetable is compatible with the contractual completion date
Where possible, both the legal pack and financing arrangements should be considered before the auction.
Existing Mortgages and Charges
A property being refinanced or sold may already be subject to one or more registered charges.
Those charges will need to be addressed as part of the transaction.
Depending upon the circumstances, this may involve:
- Obtaining redemption figures
- Coordinating repayment
- Obtaining discharge of existing security
- Dealing with restrictions
- Arranging priority between lenders
- Registering replacement security
HM Land Registry maintains specific procedures for the discharge or release of registered charges, including electronic discharge arrangements in appropriate cases.
Priority Between Lenders
Where more than one lender has security over the same property, priority becomes particularly important.
HM Land Registry states that registered charges generally rank according to the order in which they are entered in the individual register, subject to an entry in the register providing otherwise.
Transactions involving multiple lenders may therefore require:
- Review of existing security
- Priority arrangements
- Deeds of priority
- Deeds of postponement
- Lender consent
- Restrictions
- Registration arrangements
The appropriate documentation depends upon the financing structure and lenders involved.
Further Advances
Some lending arrangements allow a lender to make additional advances after the original loan.
Where relevant, the security documentation and Land Registry entries may need to reflect those arrangements.
HM Land Registry provides mechanisms for noting a lender's obligation to make further advances and for noting an agreed maximum amount of security in appropriate circumstances.
These requirements should be considered as part of the wider security structure rather than after completion.
Borrowing Through a Company or SPV
Commercial property is frequently owned and financed through corporate entities.
Where the borrower is a company or SPV, additional requirements may arise alongside the property work.
These can include:
- Corporate authority
- Execution requirements
- Company security
- Registration requirements
- Existing corporate charges
- Guarantees
- Intercreditor arrangements
- Corporate due diligence
Our Commercial Property team deals with the real estate aspects of the transaction and coordinates with corporate or specialist finance advisers where additional expertise is required.
Lender Requirements
Different lenders can have different requirements.
The solicitor may be required to confirm or investigate matters relating to:
Title
Searches
Valuation assumptions
Occupational leases
Insurance
Planning documentation
Environmental information
Property rights
Restrictions
Corporate ownership
Existing security
Completion arrangements
Understanding those requirements early is important.
A delay in satisfying a lender condition can prevent funds being released even where the underlying property transaction is otherwise ready to complete.
Acting for Borrower and Lender
In some commercial property finance transactions, one firm may be permitted to act for both borrower and lender.
In others, the lender may require separate representation.
Whether joint representation is possible depends upon matters including the lender's requirements, the transaction and professional conduct considerations.
Where separate representation is required, we can work with the lender's solicitors to address property enquiries and progress the transaction.
Commercial Property Finance Due Diligence
The due diligence required for finance depends upon the nature of the asset and security.
It may include:
Title
Establishing ownership and reviewing rights, restrictions and charges.
Searches
Reviewing searches required by the lender or appropriate to the transaction.
Leases
Reviewing occupational leases affecting an investment property.
Access and Services
Ensuring the property has appropriate legal rights for its use.
Restrictions and Covenants
Identifying restrictions capable of affecting value, use or marketability.
Existing Security
Establishing what charges already affect the property and how they will be dealt with.
Insurance
Ensuring relevant insurance arrangements meet contractual and lender requirements.
Our dedicated Commercial Property Due Diligence page deals with the broader investigation of commercial property transactions.
The Commercial Property Finance Process
Although each financing arrangement differs, a typical transaction may involve:
Step 1 - Funding Terms
The borrower agrees or negotiates the principal commercial funding terms with the lender.
Step 2 - Solicitor Instruction
We obtain details of the property, borrower, transaction and proposed funding.
Step 3 - Lender Requirements
The lender's legal instructions and conditions are reviewed.
Step 4 - Property Due Diligence
Title, searches, leases and relevant property documentation are investigated.
Step 5 - Existing Security
Existing mortgages or charges are identified and appropriate redemption or priority arrangements made.
Step 6 - Security Documentation
Relevant legal charge and property security documentation is prepared or reviewed.
Step 7 - Reporting and Conditions
Outstanding legal requirements are addressed and relevant reports or certificates provided.
Step 8 - Completion
Funding and property completion arrangements are coordinated.
Step 9 - Existing Charges Discharged
Where applicable, existing lender security is discharged or dealt with in accordance with the transaction.
Step 10 - Registration
New security and relevant property transactions are registered following completion.
Common Issues That Can Delay Commercial Property Finance
Funding can be delayed by matters including:
- Defective title
- Missing rights
- Restrictive covenants
- Unregistered interests
- Existing charges
- Restrictions preventing registration
- Missing lender consent
Lease defects
Short lease terms
Outstanding breaches
Inadequate access
Environmental concerns
Missing documentation
Search issues
Corporate execution problems
Delays obtaining redemption figures
Differences between the property and title documentation
Early identification gives the parties more time to determine whether the issue can be resolved.
A Commercial Approach to Property Finance
Property finance advice should not simply become an administrative exercise in satisfying a lender's checklist.
We focus on the commercial transaction behind the finance.
That means considering questions such as:
Is the proposed property capable of providing the security the lender expects?
Could a title issue delay funding?
Are the occupational leases consistent with the financing assumptions?
Does existing security need to be discharged or postponed?
Can the transaction and finance complete at the same time?
Are there restrictions that could affect future refinancing or disposal?
Have lender requirements been identified early enough?
Our objective is to provide clear advice and coordinate the property and funding elements efficiently.
How Knights & Shah Solicitors Can Help
Our Commercial Property team can assist with the property aspects of:
Acquisition finance
Investment property finance
Commercial mortgages
Refinancing
Portfolio refinancing
Secured lending
Development-related finance
Bridging finance
Legal charges
Reports on title
Lender due diligence
Existing charge redemption
Priority arrangements
Post-completion registration
We can also coordinate the finance work with related Acquisitions & Disposals, Commercial Property Investment, Commercial Property Due Diligence, Commercial Leases and Property Development matters.
Why Choose Knights & Shah Solicitors?
Commercially Focused Advice
We consider the financing in the context of the underlying acquisition, investment, development or refinancing objective.
Property and Finance Coordination
We can coordinate the property transaction with relevant lender requirements to reduce unnecessary duplication and delay.
Investment and Portfolio Capability
Our commercial property work encompasses individual assets, tenanted investments and property portfolios.
Clear Risk Reporting
We identify material title and property issues and explain how they may affect the funding transaction.
Joined-Up Commercial Property Support
Where finance forms part of an acquisition, investment, development or portfolio transaction, related KSS Commercial Property services can be coordinated.
Based in Woking, Serving England
Knights & Shah Solicitors is based in Woking, Surrey and advises commercial property clients across England.
Speak to Our Commercial Property Finance Solicitors
Whether you are funding a commercial acquisition, refinancing an investment property, restructuring portfolio borrowing or raising finance against an existing commercial asset, early legal involvement can help identify issues before they delay funding.
Knights & Shah Solicitors provides commercially focused advice on the property aspects of commercial finance, from initial due diligence and lender requirements through to security, completion and registration.
Contact our Commercial Property team to discuss your financing requirements.
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