© strawberrywaffles 2025
Freehold Transactions
Structure of a freehold transaction
1. Pre-exchange
- Buyer agrees price
- Surveyor reports value & condition
- Seller deduces title
- Buyer’s solicitor investigates and reports on title
o Check that seller has the right to sell the property
o Report on title (drafted by solicitor) IS NOT the same as title documents
(publicly available)
o Title investigation documents sent when the seller sends a draft contract to
the buyer
▪ Not when buyer sends offer – offer MUST BE ACCEPTED
- Caveat emptor – no onus on seller to disclose physical defects
o BUT seller has a duty to disclose latent defects, which are not discoverable
upon reasonable inspection by the buyer
- Here, can still walk away
o May still incur fees (e.g. surveyor fees, solicitor fees) but still quite little
2. Exchange
- Seller & buyer enter into a contract to sell & buy property on completion date
- Buyer pays deposit (usually 10% of purchase price)
- Here, both of them are contractually committed
- If buyer wants to exchange before mortgage is secured, can still exchange but must
make sure client knows consequences of not being able to purchase
- Contract papers MUST include seller’s title to property + draft contract
- If seller dies after exchange but before completion, seller’s PRs must complete sale
- Becomes legally binding during telephone convo under Law Society Formula B
3. Pre-completion
- Buyer’s solicitor orders mortgage funds and ensures has full money from client in
time for the completion date
- (Residential) Seller and buyer book removal vans for completion date if appropriate
- Seller ensures all necessary paperwork to transfer the property on completion
,© strawberrywaffles 2025
4. Completion
- buyer’s solicitors send the purchase price to the seller’s solicitors
- seller’s solicitors agree to send the necessary paperwork to transfer the property to
the buyer’s solicitors
- buyer gets the keys & move
- Legal title to buyer passes upon registration at the Land Registry
5. Post-completion
- Seller’s solicitor pays off the seller’s mortgage and pays balance to seller
- Buyer’s solicitor pays Stamp Duty Land Tax (SDLT) or, in Wales, Land Transaction
Tax (LTT), and registers buyer as the new owner at the Land Registry
Initial advice
1. Energy Performance Certificate (EPC)
- Commissioned by seller; made available to buyer for free
- Valid for 10 years and is available on a public online register
- Contains recommendations on how to reduce energy usage
- Graded from A (most efficient) to G (least efficient)
2. Likely timescale and costs
- Average residential sale takes 6-8 weeks from sale being agreed to completion
3. Surveys
- Check if there are any physical defects
- Allows buyer to renegotiate price, require contribution from seller, or withdraw
Basic valuation (cheapest) Homebuyer report Full structural survey
Lender will want at least Suitable for most properties Should be considered where
this. Buyer should be in reasonable condition the property is listed, has
advised to obtain a fuller aged <150 years. had or has planned
survey. extensive renovations.
E.g. buying a single unit in a Most expensive.
block of flats.
,© strawberrywaffles 2025
4. Tax
Stamp Duty Land Tax / Land Capital Gains Tax Value Added Tax
Transaction Tax (VAT)
Paid by buyer. Paid by seller. VAT on the sale price,
paid by buyer to
England: SDLT Tax on profit from sale seller.
- If property is lower than of land/buildings that
threshold value, no need pay have increased in value. Most existing
- Different rates for commercial residential properties
vs residential land. Check for Private are VAT-exempt.
Residence Relief (PRR).
Wales: LTT (if sale completed on or
after 1 Apr 2018).
Sources of finance
Funds required:
- Deposit
- Balance on completion
- Solicitor’s fees plus VAT
- Disbursements e.g. search fees, Land Registry fees, tax (SDLT/LTT, CGT, VAT)
Funding sources:
Residential Commercial
- Client’s own - Raise money from syndicate (group of lenders)
resources - Equity finance
- Mortgage loan - Lender may provide money if buyer buys AND
- Proceeds of any develops the land; lender reserves power to
related sale complete the development if buyer fails to do so
Residential mortgages:
Capital repayment Interest only mortgage Endowment mortgage
mortgage
, © strawberrywaffles 2025
Repayment of Borrower only repays interest. No longer available in the UK.
capital & monthly
interest by monthly Capital is only repaid by the Interest-only mortgages,
instalments. subsequent sale of the topped up with a payment that is
property. invested in an endowment policy.
Borrower may still end up Idea is that proceeds of policy
better off as they will have the repays capital at the end of the
equity (value of the property) term, but many have left
that is not required for the borrowers with a shortfall that
mortgage. they need to contribute using
their own cash.
Pension mortgage: basically endowment mortgage linked to pension policy
- Proceeds of policy on maturity are used to discharge the loan
- Unlike endowment policy, contributions to pension policy are tax deductible
(attractive for self-employed)
“all monies” mortgage: upon breach of mortgage, the lender can call in all monies owed to it
by the borrower
Title Investigation (Registered land)
During pre-contract stage, seller deduces title using title documents
- Land Registry official copies of register (admissible as originals)
Property register Proprietorship register Charges register
Describes property - Registered owner’s name & Rights burdening the
(leasehold/freehold) address, property (mortgage,
- Class of title, covenants, easements,
Rights benefitting the - Entries affecting ownership, leases)
property (covenants, - Price paid/stated value of
easements) land,
- Indemnity covenants,
- Restrictions on right of sale.
Freehold Transactions
Structure of a freehold transaction
1. Pre-exchange
- Buyer agrees price
- Surveyor reports value & condition
- Seller deduces title
- Buyer’s solicitor investigates and reports on title
o Check that seller has the right to sell the property
o Report on title (drafted by solicitor) IS NOT the same as title documents
(publicly available)
o Title investigation documents sent when the seller sends a draft contract to
the buyer
▪ Not when buyer sends offer – offer MUST BE ACCEPTED
- Caveat emptor – no onus on seller to disclose physical defects
o BUT seller has a duty to disclose latent defects, which are not discoverable
upon reasonable inspection by the buyer
- Here, can still walk away
o May still incur fees (e.g. surveyor fees, solicitor fees) but still quite little
2. Exchange
- Seller & buyer enter into a contract to sell & buy property on completion date
- Buyer pays deposit (usually 10% of purchase price)
- Here, both of them are contractually committed
- If buyer wants to exchange before mortgage is secured, can still exchange but must
make sure client knows consequences of not being able to purchase
- Contract papers MUST include seller’s title to property + draft contract
- If seller dies after exchange but before completion, seller’s PRs must complete sale
- Becomes legally binding during telephone convo under Law Society Formula B
3. Pre-completion
- Buyer’s solicitor orders mortgage funds and ensures has full money from client in
time for the completion date
- (Residential) Seller and buyer book removal vans for completion date if appropriate
- Seller ensures all necessary paperwork to transfer the property on completion
,© strawberrywaffles 2025
4. Completion
- buyer’s solicitors send the purchase price to the seller’s solicitors
- seller’s solicitors agree to send the necessary paperwork to transfer the property to
the buyer’s solicitors
- buyer gets the keys & move
- Legal title to buyer passes upon registration at the Land Registry
5. Post-completion
- Seller’s solicitor pays off the seller’s mortgage and pays balance to seller
- Buyer’s solicitor pays Stamp Duty Land Tax (SDLT) or, in Wales, Land Transaction
Tax (LTT), and registers buyer as the new owner at the Land Registry
Initial advice
1. Energy Performance Certificate (EPC)
- Commissioned by seller; made available to buyer for free
- Valid for 10 years and is available on a public online register
- Contains recommendations on how to reduce energy usage
- Graded from A (most efficient) to G (least efficient)
2. Likely timescale and costs
- Average residential sale takes 6-8 weeks from sale being agreed to completion
3. Surveys
- Check if there are any physical defects
- Allows buyer to renegotiate price, require contribution from seller, or withdraw
Basic valuation (cheapest) Homebuyer report Full structural survey
Lender will want at least Suitable for most properties Should be considered where
this. Buyer should be in reasonable condition the property is listed, has
advised to obtain a fuller aged <150 years. had or has planned
survey. extensive renovations.
E.g. buying a single unit in a Most expensive.
block of flats.
,© strawberrywaffles 2025
4. Tax
Stamp Duty Land Tax / Land Capital Gains Tax Value Added Tax
Transaction Tax (VAT)
Paid by buyer. Paid by seller. VAT on the sale price,
paid by buyer to
England: SDLT Tax on profit from sale seller.
- If property is lower than of land/buildings that
threshold value, no need pay have increased in value. Most existing
- Different rates for commercial residential properties
vs residential land. Check for Private are VAT-exempt.
Residence Relief (PRR).
Wales: LTT (if sale completed on or
after 1 Apr 2018).
Sources of finance
Funds required:
- Deposit
- Balance on completion
- Solicitor’s fees plus VAT
- Disbursements e.g. search fees, Land Registry fees, tax (SDLT/LTT, CGT, VAT)
Funding sources:
Residential Commercial
- Client’s own - Raise money from syndicate (group of lenders)
resources - Equity finance
- Mortgage loan - Lender may provide money if buyer buys AND
- Proceeds of any develops the land; lender reserves power to
related sale complete the development if buyer fails to do so
Residential mortgages:
Capital repayment Interest only mortgage Endowment mortgage
mortgage
, © strawberrywaffles 2025
Repayment of Borrower only repays interest. No longer available in the UK.
capital & monthly
interest by monthly Capital is only repaid by the Interest-only mortgages,
instalments. subsequent sale of the topped up with a payment that is
property. invested in an endowment policy.
Borrower may still end up Idea is that proceeds of policy
better off as they will have the repays capital at the end of the
equity (value of the property) term, but many have left
that is not required for the borrowers with a shortfall that
mortgage. they need to contribute using
their own cash.
Pension mortgage: basically endowment mortgage linked to pension policy
- Proceeds of policy on maturity are used to discharge the loan
- Unlike endowment policy, contributions to pension policy are tax deductible
(attractive for self-employed)
“all monies” mortgage: upon breach of mortgage, the lender can call in all monies owed to it
by the borrower
Title Investigation (Registered land)
During pre-contract stage, seller deduces title using title documents
- Land Registry official copies of register (admissible as originals)
Property register Proprietorship register Charges register
Describes property - Registered owner’s name & Rights burdening the
(leasehold/freehold) address, property (mortgage,
- Class of title, covenants, easements,
Rights benefitting the - Entries affecting ownership, leases)
property (covenants, - Price paid/stated value of
easements) land,
- Indemnity covenants,
- Restrictions on right of sale.
