Pre-Completion Checks UK: Commercial Property Guide
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The days between exchange and completion on a commercial property transaction are rarely quiet. Solicitors on both sides are working through a final round of verifications designed to catch anything that has shifted since due diligence, and to confirm that the money about to change hands is landing on a clean title.
These are the pre-completion checks, and in commercial deals they carry real weight because the sums involved leave little room for surprise. Getting them wrong can mean buying a property subject to a charge you did not know about, losing search priority, or discovering a winding-up petition against the seller only after funds have been released.
This guide walks through what pre-completion checks involve in England and Wales, why each one matters, and how they fit into the final push toward completion day.
Overview
Pre-completion checks are the last set of formal enquiries and searches carried out by the buyer's solicitor in the short window before a commercial property transaction completes. They sit separately from the due diligence done earlier in the deal. Due diligence investigates what the property is and what rights attach to it.
Pre-completion checks confirm that nothing has changed since those investigations were completed, and that the buyer will take the property free from any new registered interests, insolvency events, or bankruptcy proceedings that could affect title or the ability to register the transfer. In practice this means running an Official Search of Whole (an OS1) or Official Search of Part (OS2) at HM Land Registry, carrying out bankruptcy searches against individual buyers where a mortgage is involved, checking Companies House for any charges or insolvency filings against a corporate seller, and making sure the completion monies, title documents and signed transfer are all ready to move.
The searches also secure a priority period, which is the protected window in which the buyer's interest can be registered ahead of any competing application.
Key steps
- Order the pre-completion Land Registry search. Submit an OS1 for a whole title or OS2 where only part of a registered title is being bought. This search reveals any entries added to the register since the date of the office copies used during due diligence, and grants a priority period (currently 30 working days) within which your application to register the transfer takes precedence over any competing entry.
- Run bankruptcy and company searches against the relevant parties. Where a lender is involved, a K16 bankruptcy search is standard against individual buyers. For corporate sellers, a Companies House search checks for new charges, administration, liquidation or striking-off proceedings. A winding-up search at the Central Registry of Winding-up Petitions may also be carried out where the risk profile justifies it.
- Verify completion monies and source of funds. Confirm the exact completion figure through a completion statement, reconcile any apportionments for rent, service charge or insurance, and make sure cleared funds are in the client account in time to send by CHAPS on completion day. Lenders will also require the certificate of title and drawdown request to be submitted well in advance.
- Confirm the transfer, lease or assignment is properly executed. Check that the TR1, TP1 or lease has been signed by all necessary parties, witnessed correctly, and dated appropriately. For companies, confirm execution complies with section 44 of the Companies Act 2006. Any powers of attorney being relied on should be verified and certified copies held on file.
- Finalise the post-completion checklist. Make sure Stamp Duty Land Tax is ready to be filed within 14 days of completion, that the Land Registry application (AP1 or FR1) is prepared with all supporting documents, and that any notices of assignment, notices of charge, or consents from superior landlords can be served promptly. Delay here can cost priority and trigger penalties.
Common questions
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £149.
Common questions
Q How long before completion should pre-completion searches be carried out?
Timing matters because each search carries a priority period. The Land Registry OS1 or OS2 is typically submitted a few working days before completion so that the protected window covers the completion date and leaves enough time to register the transfer afterwards. Bankruptcy and company searches are usually done at the same time. Leaving it too late risks missing the priority window, while too early can mean the search expires before completion.
Q What happens if a new entry appears on the title between exchange and completion?
If the pre-completion search reveals a new entry, such as a notice, restriction or charge, the buyer's solicitor will raise it with the seller immediately. Depending on what it is, the seller may need to procure its removal before completion, or the buyer may be entitled to delay. In serious cases, for instance where insolvency is indicated, completion may be put on hold while the position is investigated.
Q Are pre-completion checks different for leasehold commercial property?
Yes. On a leasehold transaction you also need to confirm that any landlord's consent to assignment or underletting has been obtained, that the licence to assign is in agreed form, and that any required AGA (authorised guarantee agreement) is ready for signature. Pre-completion enquiries to the landlord or managing agent about rent, service charge arrears and insurance are also standard.
Q Do pre-completion checks apply to cash buyers without a mortgage?
Most of them do. Even without a lender, the Land Registry search is essential to secure priority, and checks against a corporate seller at Companies House remain important. Bankruptcy searches against an individual buyer are often skipped where there is no lender requiring them, but a cautious buyer may still run them to protect against any hidden issues affecting capacity to transact.
Q What is the priority period and why does it matter?
The priority period is the protected window granted by the Land Registry following an official search. It is currently 30 working days. During this window, your application to register the transfer takes precedence over any competing application, even if the competing application is lodged first. Missing the window means a new search is required and exposes the buyer to intervening entries.
Q Who is responsible for carrying out pre-completion checks?
The buyer's solicitor leads on pre-completion searches and bankruptcy or company checks. The seller's solicitor is responsible for replying to final completion enquiries, providing an executed transfer, and confirming that any undertakings given on exchange, for example to discharge an existing charge, will be honoured. Lender's solicitors, where separately instructed, also carry out their own checks before releasing funds.
Q What can go wrong if pre-completion checks are skipped or rushed?
Skipped checks can leave a buyer exposed to charges, restrictions or insolvency events registered against the property or seller after due diligence. Rushed checks can mean losing the priority window, meaning another party's application gets registered ahead of yours. Late SDLT filing or late Land Registry applications can also trigger penalties and, in the worst case, jeopardise the ability to register the transfer at all.
If you're dealing with this kind of situation, a call with an experienced legal adviser can help you work out the right next step — from £149.
Sources
This guide is based on primary UK law and official guidance.
- Guidance · UK GovHM Land Registry: Forms and Feesgov.uk
- Guidance · Companies HouseCompanies House Registerfind-and-update.company-information.service.gov.uk
- Guidance · UK GovStamp Duty Land Tax (HMRC)gov.uk
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Legal disclaimer
This article is for general information only. It is a tool to help you find your way — not legal advice, and not a substitute for speaking to a qualified adviser about your situation.