Learning Outcomes
After reading this article, you will be able to identify the correct form of transfer deed for a property transaction, explain the statutory requirements for valid execution of a deed, and outline the practical steps for preparing, reviewing, and executing a transfer deed in both individual and company contexts. You will also be able to spot common errors and apply best practice for SQE1 exam scenarios.
SQE1 Syllabus
For SQE1, you are required to understand the pre-completion steps relating to transfer deeds and their execution. In your revision, focus on:
- The correct form of transfer deed for different types of property transactions (TR1, TP1, etc.)
- The legal requirements for valid execution of a deed by individuals and companies
- The process for preparing, reviewing, and executing the transfer deed before completion
- The significance of witnessing and delivery of deeds
- The consequences of errors in execution or formality
Test Your Knowledge
Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.
- Which Land Registry form is used to transfer the whole of a registered title?
- What are the statutory requirements for valid execution of a deed by an individual?
- How must a company execute a transfer deed to ensure it is valid?
- What is the legal effect of a deed that is signed but not delivered?
- Why is it important for the buyer’s solicitor to review the draft transfer deed before execution?
Introduction
The preparation and execution of the transfer deed are essential pre-completion steps in any property transaction. The transfer deed is the legal document that effects the transfer of ownership from seller to buyer. For registered land, the deed must be in the correct Land Registry form and executed in accordance with statutory requirements. Errors at this stage can delay completion or even invalidate the transfer.
Forms of Transfer Deed
The Land Registry prescribes standard forms for property transfers. The most common are:
Key Term: TR1
The Land Registry form used for the transfer of the whole of a registered title.Key Term: TP1
The Land Registry form used for the transfer of part of a registered title.
Other forms, such as TR5 (portfolio transfers), may be used in less common scenarios.
The buyer’s solicitor usually prepares the draft transfer deed, ensuring it reflects the contract terms, property details, and any special provisions (such as covenants or easements).
Essential Content of the Transfer Deed
A valid transfer deed must include:
- Full names and addresses of the transferor (seller) and transferee (buyer)
- Accurate property description (matching the title register and plan)
- Consideration (purchase price or other value, or state if it is a gift)
- Operative wording (e.g., “The Transferor transfers the property to the Transferee”)
- Any covenants, easements, or special terms agreed in the contract
- Execution clause (signatures and witnessing)
Execution Formalities
The transfer deed must be executed as a deed to be valid. The requirements differ for individuals and companies.
Key Term: execution of a deed
The process of signing and witnessing a document in accordance with statutory requirements so that it takes effect as a deed.
Execution by Individuals
For a deed to be validly executed by an individual, it must:
- Be in writing and make clear on its face that it is intended to be a deed
- Be signed by the individual in the presence of an independent witness
- Be delivered as a deed (i.e., the signatory intends to be bound)
The witness must be physically present at the time of signing, must be independent (not a family member or party to the transaction), and must sign, print their name, and provide their address.
Execution by Companies
A company may execute a deed in one of the following ways:
- By two authorised signatories (two directors, or a director and the company secretary) signing the deed
- By a single director signing in the presence of a witness who attests the signature
- By affixing the company seal (if the company’s articles permit this method)
Key Term: delivery of a deed
The act by which a deed is made effective, usually by dating or handing it over, showing the intention to be bound.
Preparation and Review Process
The buyer’s solicitor drafts the transfer deed, ensuring all agreed terms are included and the form matches Land Registry requirements. The draft is sent to the seller’s solicitor for approval. Both solicitors check:
- Names and addresses are correct
- The property description matches the title
- The consideration is accurate
- All required covenants and special terms are included
- The execution clause is suitable for the parties involved
Once agreed, the final (engrossed) version is signed by the seller (and, if necessary, the buyer).
Worked Example 1.1
A buyer is purchasing the whole of a registered title. The contract provides for a restrictive covenant to be imposed on the buyer. Which form should be used, and how should the covenant be included?
Answer: The buyer’s solicitor should use form TR1 for the transfer of the whole title. The restrictive covenant should be set out in the “Additional Provisions” panel of the TR1, ensuring it is clear and enforceable.
Worked Example 1.2
A company is selling a property. The director signs the transfer deed in the presence of a witness, but the witness is the director’s spouse. Is this valid?
Answer: No. The witness must be independent. A spouse is not considered independent, and the deed may be invalid. The company should ensure an unrelated adult witnesses the signature.
Practical Considerations
Timing and Coordination
The transfer deed must be executed before completion. Delays in obtaining signatures, especially if a party is abroad, can delay completion. If a party cannot sign in person, a valid power of attorney may be used.
Electronic Signatures
Electronic signatures may be used if all legal requirements are met, but the witness must still be physically present at the time of signing. Witnessing via video link is not currently accepted by the Land Registry.
Common Errors
- Incorrect property description
- Missing or incorrect signatures
- Witness not present or not independent
- Failure to include agreed covenants or easements
- Not dating the deed on completion
Exam Warning
If the transfer deed is not validly executed and delivered, the Land Registry will reject the application to register the transfer, delaying completion and potentially exposing the parties to contractual penalties.
Key Point Checklist
This article has covered the following key knowledge points:
- The correct Land Registry form (TR1 or TP1) must be used for the transfer deed.
- The transfer deed must include all essential information: parties, property, consideration, operative wording, and special terms.
- Execution of a deed by an individual requires signature in the presence of an independent witness.
- Execution by a company may be by two authorised signatories or a director with a witness.
- Delivery of the deed is required for it to take effect.
- The buyer’s solicitor prepares the draft, and both sides review and approve the final version before execution.
- Errors in execution or formality can invalidate the transfer or delay registration.
Key Terms and Concepts
- TR1
- TP1
- execution of a deed
- delivery of a deed
