Freehold real estate law and practice - Law Society Conveyan...

Learning Outcomes

This article covers the Law Society Conveyancing Protocol for standard residential freehold transactions, including:

• The sequential stages from taking instructions to post-completion, and how the Protocol structures each step
• The purpose and correct use of TA6, TA10 and TA13, and the management of undertakings and completion information
• Deduction and investigation of title for registered and unregistered land, including good root and epitome of title requirements
• Core searches and enquiries (LLC1/CON29, water and drainage, environmental/flood, chancel, K16/K15, OS1) and their risk implications
• Contract drafting and exchange mechanics, deposit handling as stakeholder, and the Law Society’s exchange formulae (A, B, C)
• Completion under the Code for Completion by Post, redemption undertakings, late completion compensation and notices to complete
• Compulsory registration triggers under the Land Registration Act 2002 and consequences of non-compliance
• Lender requirements via the UK Finance Mortgage Lenders’ Handbook, occupier consents, and reporting obligations
• Application to SQE2: analysing realistic fact patterns, advising clients clearly, and avoiding common pitfalls

SQE2 Syllabus

For SQE2, you are required to understand the practical and procedural features of freehold conveyancing in England and Wales―including requirements for compliance with the Law Society Conveyancing Protocol and associated forms. The SQE2 will assess your ability to apply these principles in client-focused scenarios, with a focus on the following syllabus points:

• The main stages of a standard freehold property transaction following the Law Society Conveyancing Protocol.
• The role and function of the Protocol, including its relationship to lender requirements and regulatory compliance.
• The process and practicalities of deduction/investigation of title and compulsory registration.
• Standard forms and Protocol documentation (e.g. TA6, TA10, the Completion Information and Undertakings form).
• The significance of compulsory registration in freehold conveyancing practice.
• Use of the Law Society’s Code for Completion by Post and exchange formulae, and how the Standard Conditions of Sale govern completion, late completion remedies, deposit handling and rescission.
• Typical searches and enquiries, the caveat emptor principle, and practical planning/building regulations checks.

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.

1. What is the purpose of the Law Society Conveyancing Protocol in a standard residential freehold transaction?
2. When is the use of Protocol forms such as TA6 and TA10 required, and by whom?
3. What is meant by ‘compulsory first registration’ and what ‘triggers’ it in freehold practice?
4. Name one key document used to prove title in unregistered land during deduction/investigation of title.

Introduction

The Law Society Conveyancing Protocol (“the Protocol”) is the recommended approach for solicitors undertaking standard residential freehold conveyancing in England and Wales. It prescribes best practice, standard documentation, risk controls, and lender compliance requirements for sale and purchase transactions. Familiarity with the Protocol is essential for SQE2, as it underpins most typical client instructions relating to buying or selling a home.

Key Term: Law Society Conveyancing Protocol
The Law Society’s recommended procedure for the sale and purchase of a freehold (or leasehold) residential property—providing a step-by-step framework and standard forms for solicitors.

The Protocol is commonly adopted even when parties do not formally agree to use it, particularly because the standard TransAction forms are widely recognised by practitioners. The current version (2019) is aimed at owner-occupier transactions and is generally not used for new-build purchases. For firms accredited under the Conveyancing Quality Scheme (CQS), adherence is compulsory and often a prerequisite for acting for major lenders.

Key Term: Law Society’s Conveyancing Quality Scheme
An accreditation scheme setting a recognised quality standard for residential conveyancing. CQS membership requires compliance with the Protocol, a client service charter, training and enforcement, and is often essential to act for mainstream lenders.

Main Stages Under the Protocol

A standard freehold conveyancing transaction comprises several procedural stages, each with Protocol guidance and standard forms. The Protocol also emphasises regulatory compliance, courtesy, prompt communication, and the management of client expectations and chain synchronisation.

Taking Instructions and Initial Checks

Solicitors must first verify their client’s identity, clarify instructions, and check whether there are related purchases or sales requiring synchronization. Protocol-compliant practices will agree in writing how completion will be effected, typically using the Law Society’s Code for Completion by Post. Compliance with the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and SRA Standards and Regulations is required, alongside robust file management and risk controls (including cyber security awareness and lender duties).

Client care letters and terms of business must be issued. At this stage, the solicitor checks for conflicts of interest and confirms how costs and disbursements will be handled. Where there are non-owning adult occupiers, their interests and rights must be assessed; lenders may require occupier consent, waiver of rights and an agreement to vacate on completion, which is often reflected in special conditions in the contract.

Marketing and pre-market requirements may already be in play via the estate agent. An Energy Performance Certificate (EPC) is mandatory on marketing; the memorandum of sale will confirm the parties, price and solicitors.

Key Term: completion
The formal moment when legal title passes, the purchase money is paid, and the buyer may move in. In Protocol transactions, completion is usually conducted using the Law Society Code for Completion by Post.

Protocol Forms and Standard Documentation

The Protocol mandates use of Law Society forms to standardize information and risk controls. In freehold transactions, the core forms are:

• TA6 (Property Information Form): Completed by the seller, detailing boundaries, disputes, planning/building regulation matters, consents, guarantees (e.g. FENSA, electrical, gas), services, flooding, and other material information. Answers must be careful and accurate; misleading replies risk misrepresentation.
• TA10 (Fittings and Contents Form): Lists items to be included or excluded, helping avoid disputes about fixtures/chattels and supporting price apportionment for moveables if needed.
• TA13 (Completion Information and Undertakings): Used pre-completion to confirm bank details, completion mechanics under the Code, and professional undertakings—e.g. the seller’s solicitor’s undertaking to redeem existing mortgages and forward the receipted discharge documentation promptly.

The seller’s solicitor will also collate title documents and draft the contract; the estate agent’s memorandum of sale often initiates instruction flow but the solicitors confirm the formal position.

Key Term: TA6 (Property Information Form)
A standard form containing detailed information from the seller about the property.

Deduction and Investigation of Title

For registered land, the seller’s solicitor provides up-to-date official copies of the register, the title plan, and any relevant filed documents from HM Land Registry (e.g. transfers, charges, restrictions). The buyer’s solicitor checks the Property, Proprietorship and Charges Registers for matters affecting use (easements, covenants), ownership, mortgage charges, and restrictions (including consent and overreaching requirements). The title plan is checked against site inspection for boundary issues.

For unregistered land, the Protocol requires deduction via a good root of title (usually a conveyance at least 15 years old), an epitome of title, and supporting documents evidencing an unbroken chain of ownership, the discharge of mortgages and any rights affecting the land. Investigation is thorough, reflecting caveat emptor: the buyer must satisfy themselves as to title and property condition before exchange because post-exchange requisitions on title are limited.

Key Term: deduction of title
The process by which the seller’s solicitor provides documentary evidence proving their ownership and the existence (or absence) of third-party rights.

Key Term: good root of title
A document (often a conveyance) at least 15 years old, showing clear, undisputed ownership of the legal and equitable interest in unregistered land.

If a prior disposition should have triggered registration but the title was not registered, the seller should be required to register before completion; otherwise, there is no guarantee HM Land Registry will accept the seller’s unregistered title for first registration, and lenders will typically insist the defect is remedied pre-sale.

Searches, Enquiries and Regulatory Checks

The Protocol advises the buyer’s solicitor to raise pre-contract enquiries (using TA6 and specific enquiries arising from title) and to obtain appropriate searches. Common searches include:

• Local land charges search (LLC1) and local authority enquiries (CON29/CON29O), revealing planning, building control, highways and other local matters.
• Water and drainage enquiries confirming mains connection and adoption status.
• Environmental searches (e.g. contaminated land risk), flood risk reports, and chancel repair searches where relevant.
• Bankruptcy searches (K16) against individual sellers and priority searches (OS1) against registered titles before completion.
• For unregistered land, a Land Charges search (K15) against the estate owner’s name.

Planning and building regulation compliance is key, as conditions run with the land. The buyer’s solicitor checks permissions and approvals for works, whether works were permitted development, and enforcement risk/time limits. The National Land Information Service (NLIS) helps streamline access to data across public bodies. Survey advice should be tailored to the property: a basic valuation satisfies lender security, but a homebuyer report or full structural survey may be advised—particularly for older or altered properties—with any adverse findings reported to the lender if the price is renegotiated.

Lender requirements are addressed by reference to the UK Finance Mortgage Lenders’ Handbook (or BSA instructions), including the need for structural defects insurance (e.g. NHBC Buildmark) for newer homes and the reporting of material adverse matters.

Drafting and Exchange of Contracts

The seller’s solicitor drafts the contract incorporating the Standard Conditions of Sale (5th edition, 2018 Revision for residential). Particulars include property description, price, names of parties, specified incumbrances, deposit (usually 10%), and completion date/time/place. Special conditions may address occupiers’ waivers, retentions, or specific completion mechanics.

Exchange fixes terms and binds both parties. Practitioners often use the Law Society’s formulae for exchange (A, B or C), especially in chain transactions. Formula C is common for related transactions and requires particular undertakings about the deposit being held as stakeholder and passed down the chain. The deposit is usually paid to and held by the seller’s solicitor as stakeholder, not as agent, providing neutral protection if the contract fails.

Key Term: stakeholder deposit
A deposit held neutrally (usually by the seller’s solicitor) pending completion. It cannot be released to the seller before completion and protects both sides; it may be forfeited to the seller if the buyer defaults following a valid notice to complete.

Misrepresentation or misdescription provisions under the Standard Conditions can lead to rescission or damages depending on materiality and culpability. Before exchange, the buyer’s solicitor reports fully to the client (and lender, if acting) on title, searches, enquiries, mortgage terms and survey advice.

Pre-Completion, Completion, and Post-Completion Stages

Pre-completion tasks include:

• Preparation and execution of the transfer deed (TR1) and buyer’s mortgage deed.
• Pre-completion searches: an OS1 search (for registered titles) to secure a priority period and check for adverse entries since investigation, and K16 bankruptcy searches against individuals; company searches where applicable.
• TA13 exchange and confirmation of undertakings, completion mechanics, bank details and apportionments.
• Coordination with the lender to ensure timely drawdown, meeting any conditions precedent.

Completion is conducted as specified in the contract (usually using the Code for Completion by Post). The buyer’s solicitor transfers the balance price; the seller’s solicitor acknowledges receipt, dates the transfer, and authorises key release. If the deposit was held as stakeholder, it is released upon completion. Existing mortgages are redeemed by telegraphic transfer under the seller’s solicitor’s undertaking, with DS1/DS3 discharge evidence provided.

Key Term: Law Society’s Code for Completion by Post
A set of undertakings and procedures under which the seller’s solicitor completes the transaction as the buyer’s solicitor’s unpaid agent, sending completion documents on the day of completion and holding funds/documents to the buyer’s order until completion is agreed.

Under the Standard Conditions of Sale, the usual time for completion is 2 p.m.; if funds are not received by then, completion is treated as occurring on the next working day, and compensation for late completion may be payable. If delay persists, a notice to complete may be served (once a party is ready, willing and able to complete), making time of the essence and allowing rescission after 10 working days if the default continues.

Key Term: notice to complete
A contractual notice (under the Standard Conditions) that makes time of the essence and gives the defaulting party 10 working days to complete. Failure allows rescission; the innocent party may forfeit or recover the deposit and claim damages.

After completion, the Protocol instructs the buyer’s solicitor to:

• Ensure payment of Stamp Duty Land Tax (SDLT) within 14 days of completion (or Land Transaction Tax in Wales) and submission of the land transaction return.
• Apply for registration at HM Land Registry (AP1/FR1 for first registration) within the OS1 priority period; deal with any restrictions and lodge any supporting documents (e.g. discharge of mortgage).
• Provide the client (and lender) with Title Information Documents/official copies confirming registration and secure storage or return of deeds.

Effect of completion and registration In unregistered land, legal title passes on completion. In registered land, the transfer takes legal effect only when registration of the disposition is completed; until then, the buyer holds an equitable interest protected by the priority search.

Compulsory Registration

In freehold transactions, compulsory registration applies where there is any disposition of a qualifying estate (e.g. sale, gift, assent by personal representatives, grant of a first legal mortgage, or a lease exceeding seven years). The Protocol requires the solicitor to check and comply with the Land Registration Act 2002 requirements. For unregistered land, failure to register within two months of a trigger renders the disposition void as regards the legal estate (subject to possible extensions by the Registrar). Historic roll-out of compulsion means older transactions may have escaped registration; practitioners must assess whether the title should already have been registered and, if so, require rectification before sale.

Key Term: compulsory first registration
A legal requirement that previously unregistered land be registered at HM Land Registry on sale, mortgage, or other specified ‘trigger’ events.

Key Term: Land Registry
The official government department responsible for keeping and updating records of all registered land and property titles in England and Wales.

The buyer’s registration application must be complete and accurate, with appropriate forms and supporting evidence. For first registration, FR1, a document list (DL) and disclosable overriding interests form (DI) are typically submitted with the deeds comprising the epitome of title. On registered titles, official copies of the register/plan form the core proof of ownership.

Worked Example 1.1

Sarah is buying a registered freehold house with a mortgage. The seller’s solicitor provides the contract, TA6, TA10, and up-to-date official copies from Land Registry. As a buyer’s solicitor, what are your next steps under the Protocol before exchange?

Answer:
Raise pre-contract enquiries, order standard searches, report relevant findings to the client (and lender), check mortgage offer conditions, and ensure that all necessary evidence of title and signed forms have been provided. Confirm planning/building control compliance, commission appropriate pre-completion searches, and agree completion mechanics and undertakings via TA13. Advise on survey options and risk implications under caveat emptor.

Worked Example 1.2

Tom is selling unregistered freehold land he inherited. What is required under the Protocol for deduction of title?

Answer:
Tom’s solicitor must provide an epitome of title with a good root of title (typically a conveyance at least 15 years old), an unbroken chain of ownership, relevant historical mortgage documents, and supporting searches/evidence. If the sale triggers compulsory registration, Tom’s buyer will apply for first registration after completion. If an earlier event should have been registered, require the seller to register before completion to satisfy buyer and lender expectations.

Worked Example 1.3

A buyer in a chain proposes using Formula C for a simultaneous exchange. What are the key safeguards regarding the deposit and undertakings?

Answer:
Ensure all solicitors in the chain agree to Formula C terms, including that the deposit is held as stakeholder and may only be transferred down the chain on Formula C terms. Confirm the precise amount, to whom it is paid, and that the deposit ultimately remains stakeholder-held. Undertakings given during Formula C must be performed precisely, including despatch of signed parts and deposit on the day; vary terms only by express agreement and record details contemporaneously.

Worked Example 1.4

Completion funds arrive after 2 p.m. and completion is delayed. The buyer is ready to complete. How do the Standard Conditions of Sale and Protocol address late completion and remedies?

Answer:
Under the Standard Conditions, completion is treated as the next working day if funds are not received by 2 p.m., and contractual compensation may be payable for late completion. If the delay is not promptly resolved, the ready, willing and able party may serve a notice to complete, making time of the essence and allowing rescission after 10 working days if the default persists. If rescinded and the buyer was in default, the seller can forfeit the deposit and claim damages; if the seller was in default, the deposit must be returned and the buyer may claim damages.

Exam Warning

For SQE2, always check if the Protocol is compulsory in a scenario. For Law Society Conveyancing Quality Scheme (CQS) member firms, Protocol use is mandatory and may be specified in lender or professional conduct requirements.

Summary

The Law Society Conveyancing Protocol is the practical framework for standard residential freehold conveyancing transactions. It requires use of prescribed forms (e.g., TA6, TA10, TA13), strict procedures for client identification and conflict checks, a clear process for deduction/investigation of title, compliance with compulsory registration requirements, and application of standard client care and lender compliance protocols throughout. Practitioners must manage caveat emptor by thorough searches and enquiries, use appropriate exchange formulae and deposit handling, implement the Law Society’s Code for Completion by Post, and respond to late completion using contractual remedies (including notice to complete). A thorough understanding of these processes and the function of each stage is essential for SQE2 practical scenarios.

Key Point Checklist

This article has covered the following key knowledge points:

• The Law Society Conveyancing Protocol prescribes the standard procedure for residential freehold conveyancing and is mandatory for CQS firms.
• Key protocol forms include TA6 (Property Information Form), TA10 (Fittings and Contents), and TA13 (Completion Information and Undertakings).
• Deduction/investigation of title for registered land requires official copies and plans; for unregistered land, a good root of title and an epitome of title.
• Compulsory first registration applies when land is sold, mortgaged, or transferred according to the Land Registration Act 2002.
• The Protocol emphasizes client identification, compliance checks, proper use of undertakings, and the adoption of best practices in completion and post-completion.
• The Standard Conditions of Sale govern deposit, completion timing, late completion compensation, rescission and notice to complete; deposits are usually held as stakeholder.
• The Law Society’s Code for Completion by Post is the usual completion method in Protocol transactions and imposes specific undertakings on the seller’s solicitor.
• Typical searches include local authority, local land charges, water/drainage, environmental, flood, chancel, and bankruptcy; OS1 priority searches are essential pre-completion.
• Planning/building regulation checks matter because obligations run with the land; survey advice should be tailored to property age and condition.
• Lender requirements apply through the UK Finance Mortgage Lenders’ Handbook; structural defects insurance is commonly needed for newer homes.

Key Terms and Concepts

• Law Society Conveyancing Protocol
• completion
• TA6 (Property Information Form)
• deduction of title
• good root of title
• compulsory first registration
• Land Registry
• Law Society’s Conveyancing Quality Scheme
• Law Society’s Code for Completion by Post
• stakeholder deposit
• notice to complete