PastPaperHero | Pre-completion steps - Form of transfer deed and execution formalities

Learning Outcomes

This article outlines pre-completion steps for transfer deeds, including:

Distinguishing the main Land Registry transfer forms (TR1 for whole, TP1 for part, and others) and selecting the correct form for typical SQE-style scenarios.
Identifying the statutory requirements for a valid deed, and explaining intention, execution, attestation, and delivery in a conveyancing context.
Explaining how individuals, attorneys and companies execute transfer deeds, including permitted signing methods, witnessing rules and the role of common seals.
Completing and checking core TR1/TP1 panels: parties, property description, title numbers, consideration, addresses for service and execution clauses.
Drafting effective additional provisions to grant and reserve easements, impose covenants, include indemnities and structure estate rentcharges, especially on sales of part.
Choosing an appropriate title guarantee and tailoring or excluding implied covenants, particularly on assignments of registered leases and disposals by trustees or lenders.
Recording co-ownership arrangements and declarations of trust where multiple buyers contribute unequally and wish to hold distinct beneficial shares.
Recognising when the buyer must execute the transfer, for example where covenants, indemnities, declarations of trust or consent provisions are included.
Applying best practice to sales of part, including compliant TP1 plans, rights of way and service media rights, and clear cost-sharing mechanisms.
Comparing traditional wet-ink execution, Mercury-compliant signings and approved electronic signatures, and spotting common exam traps and practical pitfalls.

SQE1 Syllabus

For SQE1, you are required to understand the pre-completion steps for transfer deeds, including prescribed forms (TR1/TP1) and execution formalities, with a focus on the following syllabus points:

Correct Land Registry forms for dispositions of registered and unregistered land (TR1, TP1; Rule 58 Land Registration Rules 2003)
Form and content of a valid deed including intention, signature, attestation and delivery (s1 Law of Property (Miscellaneous Provisions) Act 1989)
Execution of deeds by individuals, attorneys and companies (Companies Act 2006, s44)
Preparation, agreement and engrossment of transfer deeds; timing under SC 4.3.2 / SCPC 7.3.2
Additional provisions in TR1/TP1 (grant/reservation of rights, covenants, indemnities, estate rentcharges)
Title guarantee (full or limited) and modifications to implied covenants
Declarations of trust and co-ownership choices in TR1
Sales of part: TP1 requirements and plans
Delivery and dating of deeds; best practice for completion-day logistics
Electronic signatures and the Mercury approach; witnessing requirements
Consequences of execution defects and typical Land Registry requisitions

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 transfer deed is the instrument which actually conveys the legal estate on completion. For most dispositions of land, the document must be a deed (s52 Law of Property Act 1925) and, in registered land, it must also be in the prescribed form to be registrable. In practice, the deed is prepared, approved and engrossed in the period between exchange and completion. Getting the form and execution right is critical: a defective deed may be ineffective in law, prevent registration or trigger contractual remedies for failure to complete.

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.

Forms of Transfer Deed

The Land Registration Rules 2003 require prescribed forms for dispositions of registered estates (Rule 58). In practice:

Use TR1 for the transfer of the whole of a registered title. It is also commonly used to convey the whole of an unregistered freehold or leasehold as a modern alternative to a traditional conveyance.
Use TP1 for the transfer of part. This includes dispositions carving out one plot from a larger registered title or releasing part of mortgaged land.

Other forms exist for specific scenarios (for example TR5 for transfers of portfolios between companies), but in day-to-day conveyancing TR1 and TP1 predominate.

The buyer’s solicitor usually prepares the draft transfer deed. An important exception is a sale of part or new-build plot: the seller’s solicitor often prepares the TP1 and annexes an approved plan, together with a schedule of rights and covenants to be granted and reserved, so it can be pre-agreed at contract stage and used unchanged at completion.

Key Term: additional provisions
The panel in TR1/TP1 used to insert bespoke terms such as rights granted or reserved, covenants, indemnities, rentcharges and declarations that do not appear elsewhere in the form.

Essential Content of the Transfer Deed

Although the forms are structured, they are not self-populating. Core elements you must verify and complete accurately include:

Parties: Full names and service addresses of transferor(s) and transferee(s). Ensure capacities and descriptions are correct (for example, “as personal representatives”).
Title and property description:
- TR1: Insert title number(s) and the postal address/description matching the register.
- TP1: Identify the part and attach a compliant plan. The plan should be to scale, clearly edged, show sufficient surrounding detail and tie back to the registered title plan.
Consideration: State the purchase price (or “other” consideration) or that it is a gift. This panel drives stamp duty land tax/LTT reporting.
Title guarantee: State whether the transfer is with full or limited title guarantee, or none. This controls which covenants for title are implied by statute.
Rights and covenants:
- Use the additional provisions to grant or reserve easements; to impose or assume covenants; to include indemnities; or to create an estate rentcharge to enforce positive obligations on a freehold estate.
- Where rights are created over “private” shared areas (for example, a driveway or service media), also add a fair contribution covenant for maintenance if appropriate.
Co-ownership:
- Where there is more than one transferee, complete the co-ownership declaration.

Key Term: title guarantee
A shorthand for the set of covenants implied by the Law of Property (Miscellaneous Provisions) Act 1994 when a deed states it is with full or limited title guarantee.

Key Term: declaration of trust
In TR1, the panel where joint purchasers specify whether they hold the beneficial interest as joint tenants or tenants in common (and, if tenants in common, in what shares).

Addresses for service: Provide at least one address for service for each proprietor. It is good practice to provide more than one type (for example, a postal and an email address).
Execution: Insert correct execution clauses for each party, tailored to their status (individual, company, attorney etc).

When using TP1, spend time on the plan. A non-compliant plan (wrong scale, unclear edging, insufficient surrounding detail) is a frequent cause of Land Registry requisitions. Where rights are granted or reserved, reference the plan with clear colouring/hatching.

Execution Formalities

A transfer must be a deed to take effect in law. A valid deed must (s1 Law of Property (Miscellaneous Provisions) Act 1989):

be in writing;
make clear on its face that it is intended to be a deed; and
be validly executed and delivered.

“Delivery” is a legal concept: it is the act signifying an intention to be bound. Most conveyancers arrange that the seller signs before completion and “escrows” the deed with their solicitor to be held undelivered until completion; the deed is then dated on completion to evidence delivery.

Key Term: execution of a deed
The act of signing and attesting a document in the manner required by law so that it takes effect as a deed.

Key Term: delivery of a deed
The act by which a deed is made effective—usually by dating it at completion or handing it over—signifying an intention to be bound.

Execution by Individuals

For an individual:

they must sign the deed in wet ink or with a qualifying accepted electronic method;
the signature must be witnessed by a person who is physically present when the signatory signs; and
the witness should attest the signature and add their name and address.

Best practice is to use an independent adult witness who is not a party to the transaction. Avoid using close family members or anyone who stands to benefit. If someone else signs on the individual’s behalf, they must do so in the individual’s presence and the signature must be attested by two witnesses.

If signing under a power of attorney, ensure the attorney signs “as attorney for [name]” and that you retain and can lodge a properly certified copy of the power. Where the power is an enduring or lasting power of attorney, check it is registered and valid for the transaction and consider carrying out an Office of the Public Guardian search if appropriate.

Execution by Companies

A company can execute a deed in any of the following ways (Companies Act 2006, s44):

by two authorised signatories signing (two directors, or a director and the company secretary);
by a single director in the presence of a witness who attests the signature; or
by affixing the common seal in accordance with its articles.

For Land Registry purposes, ensure the execution clause matches the chosen method precisely and that signatories’ names and positions are legible. If a corporate attorney signs for the company under a power of attorney, ensure the attorney’s status is clear and a certified copy power is available.

Key Term: Mercury signing approach
A process where the final agreed form of a deed is emailed to the signatory, the signature page is printed and signed in wet ink (with any required witnessing), then scanned and returned with a copy of the final approved document in one email.

Preparation and Review Process

The buyer’s solicitor ordinarily drafts and circulates the transfer. If the Standard Conditions of Sale (SC 4.3.2) or the Standard Commercial Property Conditions (SCPC 7.3.2) apply, there are timetables for approval and delivery of engrossments; in practice, conveyancers aim to agree the draft as soon as possible after exchange, particularly where the deed contains bespoke rights and covenants.

Both sides should check carefully:

Parties’ names, capacities and addresses (including correct PR/trustee/company descriptions)
Property and title numbers against the register and plan
Consideration and any apportionments or retentions expressly agreed in the contract
Title guarantee selected and any needed modifications to implied covenants
The additional provisions panel:
- rights to be granted/reserved (with clear plan references)
- covenants and indemnities (for example, covenant by the buyer to observe restrictive covenants “so far as they relate to the property”)
- any estate rentcharge mechanism to secure positive obligations over freehold parcels
Co-ownership declaration where there are two or more buyers
Execution blocks appropriate to each party’s status

Once agreed, the engrossment is prepared. It is standard for the seller to sign and return an undelivered deed, to be dated at completion. A buyer’s execution is also required if:

the buyer is giving a covenant or indemnity in the additional provisions,
a declaration of trust is included, or
the buyer joins to give other binding statements (for example, consent to a restriction).

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 should be independent. A spouse is not considered independent, and the deed may be challenged. The company should ensure an unrelated adult witnesses the signature.

Worked Example 1.3

A seller is transferring part of a registered title. The buyer will need rights of way and rights to use service media over retained land. How should this be documented?

Answer:
Use TP1 with a compliant plan clearly edging the transferred land. Grant the necessary easements to the buyer in the additional provisions, specifying any rights of way and service rights by reference to coloured features on the plan. If maintenance contributions are appropriate, include contribution covenants or set up an estate rentcharge.

Worked Example 1.4

Two buyers are contributing unequally to the price and wish to hold the beneficial interest in specified shares. Where is this recorded?

Answer:
In TR1, complete the declaration of trust panel to state they hold as tenants in common and specify their respective shares. Consider a separate declaration of trust if more detailed arrangements are needed.

Worked Example 1.5

On an assignment of a registered lease, the outgoing tenant wishes to avoid giving an implied warranty about repair. Where does this go?

Answer:
Include in the TR1 additional provisions a clause modifying the implied covenants for title so they do not extend to breaches of tenant repair covenants (for example, wording excluding liability for physical state and condition).

Worked Example 1.6

Parties agree to sign using the Mercury approach shortly before completion. What must be in place for this to work?

Answer:
The final agreed form of the deed must be circulated. Each signatory prints and signs the signature page in wet ink (with a witness physically present where required), scans it, and returns it together with the final agreed document in one email. The witness’s details must be included, and the deed is dated on completion.

Practical Considerations

Timing and Coordination

Obtain signatures well in advance, particularly when signatories are abroad or when board approvals are needed.
If a party cannot sign personally, consider a properly executed power of attorney. Check its scope and, if relevant, registration status.
For sales of part, synchronise the deed with other development documents (for example, management company articles, service charge/rentcharge arrangements).

Electronic Signatures

HM Land Registry accepts certain forms of electronic execution. The safest and most commonly used options in practice are:

Wet-ink signing with Mercury-compliant return: the final agreed form is circulated; the signature page is signed and witnessed in wet ink; the signed page and the final form are returned together electronically.
Witnessed electronic signatures meeting Land Registry requirements, ensuring the witness is physically present when the signatory signs. Witnessing by video link is not acceptable.
Always keep clear audit trails of the agreed final form, signature pages and witness details.

Common Errors

Using the wrong form (for example, TR1 instead of TP1 on a sale of part)
Inadequate TP1 plan (wrong scale, unclear edging/hatching, insufficient tie-in to the title plan)
Omitting to grant or reserve necessary easements in additional provisions
Selecting the wrong title guarantee or failing to modify implied covenants appropriately (notably on lease assignments)
Failing to complete the co-ownership declaration for multiple transferees
Incorrect or incomplete execution blocks (for example, one director signing without a witness or a second authorised signatory)
Witness not physically present or not attesting correctly
Failing to address delivery and dating on completion

Electronic and Delivery Pitfalls

Witnessing must be physical, not by video link.
Ensure the signed signature page corresponds to the final agreed form of the deed returned in the same email under the Mercury process.
Do not date the deed prematurely; date on completion to evidence delivery unless specific escrow arrangements are agreed.

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.

Additional drafting detail: rights, covenants and guarantees

When populating the additional provisions:

Rights: Describe with certainty, tie them to features shown on the plan, and ensure they are “appurtenant” to the transferred land or properly reserved for retained land.
Covenants: Use positive and negative covenants carefully. For freeholds, remember that the burden of positive covenants does not run with the land at common law; where ongoing positive obligations are needed (for example, private estate maintenance), consider an estate rentcharge mechanism and mutual covenants.
Indemnities: Where the buyer will be bound by existing restrictive covenants, include an indemnity covenant in favour of the seller for post-completion breaches.
Title guarantee: With full title guarantee, the seller gives wider implied covenants, including that the property is free from all charges and incumbrances except those they do not know about and could not reasonably be expected to know about. With limited title guarantee, the covenants are narrower; appropriate for personal representatives, mortgagees in possession and trustees. If relying on the standard conditions in the contract to set out matters the sale is “subject to,” consider repeating key matters in the additional provisions to fall squarely within statutory limitations on implied covenants.

Sales of part: TP1 planning

A sale of part is more than drawing a red line around a plot. Consider:

Access: Grant explicit vehicular and pedestrian rights if the plot does not abut a public highway.
Services: Grant reciprocal rights to connect into, use, repair and replace service media, with rights of entry.
Support and shelter: Reserve or grant necessary rights of support, shelter and protection between buildings.
Maintenance and cost-sharing: Include contributions toward shared facilities (roads, lighting, drains), often enforced through an estate rentcharge.
Future control: Appropriate restrictive covenants to preserve the estate’s character and protect retained land.

When must the buyer sign?

In practice, the buyer’s signature is needed whenever the buyer is giving a promise or making a declaration, including:

covenanting to observe and perform covenants affecting the land;
giving an indemnity to the seller in respect of existing covenants;
making a declaration of trust between co-owners; or
accepting restrictions or other registrable obligations that require their express agreement.

If the buyer’s execution is required, arrange this in advance so completion is not delayed.

Delivery, dating and completion-day mechanics

Treat the seller’s signed deed as undelivered until completion. On completion:

agree completion by telephone and release of funds under the Code for Completion by Post (if adopted);
date the transfer (and any mortgage deed);
confirm delivery of the deed and retain it (or provide it) to the buyer’s solicitor for registration.

Record keeping matters: retain signed copies, Mercury email trails, power of attorney copies and, where relevant, board minutes or resolutions authorising execution.

Key Point Checklist

This article has covered the following key knowledge points:

Use TR1 for transfer of whole and TP1 with a compliant plan for transfer of part.
A transfer must be a deed and must be validly executed and delivered to take effect in law.
Individual execution requires signature in the presence of a physically present independent witness who attests the signature.
A company executes by two authorised signatories, by a single director with a witness, or by affixing the seal in accordance with its articles.
Complete key TR1/TP1 panels accurately: parties, property, consideration, title guarantee, declaration of trust (if applicable), and additional provisions (rights, covenants, indemnities).
Modify implied covenants appropriately, especially on lease assignments to exclude repair liabilities, and select the correct title guarantee.
In sales of part, grant and reserve necessary rights and secure positive obligations (for example, via an estate rentcharge), and attach a clear plan.
Delivery and dating usually occur on completion; adopt Mercury or compliant electronic signing only with careful audit trails and physical witnessing.
Common errors include wrong form, poor plans, incorrect execution blocks, missing co-ownership declarations and failing to record delivery.

Key Terms and Concepts

TR1
TP1
execution of a deed
delivery of a deed
additional provisions
title guarantee
declaration of trust
Mercury signing approach

Pre-completion steps - Form of transfer deed and execution f...