Pre-completion steps - Pre-completion searches

Learning Outcomes

This article outlines pre-completion searches for registered and unregistered land, priority periods, the registration gap, lender protections, bankruptcy (K16) and company checks, timing, and results, including:

• Types of pre-completion searches for registered land (OS1/OS2) and unregistered land (K15), and appropriate timing of use
• Distinction between registered and unregistered land searches, purposes, and search targets
• The priority period: duration, legal effect, and implications for registration and completion
• Legal significance of the registration gap and risk mitigation via official searches with priority (OS1/OS2)
• Purpose, conduct, and outcomes of bankruptcy searches (K16) and company searches, particularly in mortgaged transactions
• Procedures for timing and coordination of searches (pre-completion, pre-contract, and simultaneous exchange and completion), and responses to adverse results or financial risk
• Use of “search from date” versus “edition date” and consequences of inaccurate dates
• Official searches in the lender’s name on mortgaged purchases and risks if overlooked
• Differences in legal effect between Land Charges certificates and Land Registry official search certificates, and remedies for errors
• Application to SQE1-style scenarios in complex transactions (sales of part, newbuilds, leasehold matters, engrossment, and execution formalities)
• Practical completion arrangements: funds transfer, undertakings to redeem mortgages, and post-completion documentation to confirm discharge of debt

SQE1 Syllabus

For SQE1, you are required to understand pre-completion searches and related procedural protections in property transactions, with a focus on the following syllabus points:

• The types, functions, and requirements of pre-completion searches in both registered and unregistered land
• The legal effect of priority periods for both official searches (OS1/OS2) and Land Charges searches (K15)
• The concept, significance, and management of the registration gap
• The correct timing and persons/parties against whom searches should be conducted, and the consequences of delayed or incorrect searches
• The handling and reporting of adverse search results, including requisitions, undertakings, and evidence (DS1, DS3, receipted charges)
• Company and bankruptcy searches in relation to both buyers and sellers, with emphasis on lender protection
• Use of “search from date” in official copies versus “edition date”; the importance of accurate search referencing
• Submission protocol: ensuring Land Registry applications are made within the OS1/OS2 priority period (by 12 noon on the last day)
• Distinction in protection between searches for registration (OS1/OS2) and for completion (K15), and conclusive/non-conclusive nature of certificates
• Special considerations for leasehold and sale of part transactions, including compliance of annexed plans and execution formalities
• Advising on correct practical steps and undertakings, including financial arrangements and post-completion obligations

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.

• What is the main legal effect of an OS1 search in a registered land transaction?
• Which search must be repeated against the seller’s name immediately before completion in an unregistered land transaction?
• Why is a bankruptcy search carried out against the buyer in a mortgaged purchase?
• What is the consequence if a buyer’s application to register a transfer is made after the expiry of the OS1 priority period?

Introduction

Pre-completion searches form an important stage in property transactions, taking place in the interval between exchange of contracts and completion. This critical period often lasts between one to two weeks, though parties may agree to simultaneous exchange and completion—heightening risk because no legal commitment exists until completion is effected. During this time, solicitors must ensure all necessary documentation and arrangements (including the transfer deed and funds) are ready, and that no adverse changes have occurred since title was first checked.

Primarily, these searches are designed to:

• Reconfirm the status of the property’s title, ensuring that no encumbrances or interests have arisen since previous investigations.
• Identify if any bankruptcy or insolvency issues affect key parties (buyers, sellers, borrowers), especially where funding is provided via mortgage.
• Protect the incoming owner and lender from financial loss due to subsequent registrations by creating a priority period for registration or completion.
• Mitigate risks during the registration gap—the period between completion (when legal title passes subject to registration) and the date the buyer is entered on the register—ensuring the buyer/lender can secure their position unaffected by later adverse entries.

Key Term: pre-completion search
A search carried out after exchange of contracts but before completion to update title information, check for new adverse entries, and secure a priority period for registration.

Key Term: registration gap
The period between completion of a disposition and registration at HM Land Registry, during which the buyer or lender holds only an equitable interest; mitigated by an official search with priority.

In practice, the principles of caveat emptor apply both before and after exchange: buyers must take responsibility for ensuring all risks are identified and managed throughout the transaction, especially as sellers have a limited duty of disclosure.

Pre-completion Searches: Purpose and Overview

The main objectives of pre-completion searches are fourfold:

• To refresh the earlier investigation of title, picking up any adverse entries (such as new mortgages, restrictive covenants, easements, or bankruptcy orders) registered since the last official copies were produced.
• To establish solvency and authority of all parties involved, which is significant for lenders and for company transactions.
• To create a legal priority period which protects the buyer’s and lender’s registration application from other adverse entries registered within that period.
• Where applicable, to satisfy lender requirements regarding solvency and authority so funds can be safely advanced.

Pre-completion searches are categorised as follows:

• Title searches:
  • Registered land: official search with priority—OS1 (whole) or OS2 (part)
  • Unregistered land: Land Charges Department search—K15 (seller’s name)
• Insolvency and company checks:
  • Bankruptcy-only search (K16) for individual buyers in mortgaged transactions
  • Company search at Companies House for all parties who are companies (buyers/borrowers and sellers)

For both registered and unregistered land, physical inspection may also be recommended as a way to check for boundary discrepancies, unregistered occupiers, or physical changes.

Key Term: priority period
The period (usually 30 working days for registered land via OS1/OS2; 15 working days for unregistered land via K15) during which the protected application (registered land) or completion (unregistered land) has priority over later entries.

The protection provided by the priority period varies depending on whether the land is registered or not:

• Registered Land: The priority period (30 working days) protects the buyer’s/lender’s application to register the disposition and ensures that no subsequent entries can override their application if it is received within that period.
• Unregistered Land: The priority period (15 working days) protects the buyer at the time of completion; any subsequent charges registered after the priority search date but before completion will not bind the buyer, provided completion occurs within the period.

Correct timing is important—search results should be current and valid for the completion date and application for registration.

Pre-completion Searches for Registered Land

For registered land, the official search with priority at HM Land Registry is necessary:

Key Term: OS1 search
An official search with priority of the whole of a registered title (or a pending first registration application), providing a 30-working-day priority period for registration.

Key Term: OS2 search
An official search with priority against part of a registered title, used on sales of part (e.g. individual plots on a new-build estate), typically accompanied by a compliant plan or recognised estate plan.

The OS1/OS2 search must be submitted against the relevant title number at Land Registry, always using the “search from date”—the date on which the previous official copies were produced. Caution should be exercised not to use the “edition date” by mistake, since new adverse entries made after the search-from date but before the edition date may not be disclosed if the search is done incorrectly.

In sale of part transactions (e.g. newbuilds, estate plot sales), OS2 is required instead of OS1, and a carefully prepared plan must accompany the search application—either a plan signed by the parties or one previously approved by Land Registry.

When the purchase is mortgaged, searching in the name of the lender ensures both the transfer to the buyer and the registration of the lender’s charge are protected under a single priority period. Failing to search in the lender’s name may leave either the buyer’s registration or the charge unprotected, potentially affecting priority if other entries are made during the gap.

The search returns results on forms OS1R or OS2R, directly indicating whether any new entries have appeared on the register since the search-from date. New entries could include additional charges, notices, or restrictions. Should an adverse entry be discovered, requisitions must be raised promptly, and completion should not occur until sufficient undertakings, releases, or evidence are provided.

The practical considerations associated with OS1/OS2 searches include:

• Applications for registration must be received at HM Land Registry by 12 noon on the last day of the priority period; missing the deadline means losing priority protection.
• The search must reflect the correct title number, property reference, and search-from date to be effective; mistakes here can compromise the validity of the search.
• On complex transactions, such as sale of part, plans should be HM Land Registry-compliant and annexed to both the transfer and to the OS2 search application.

Key Term: completion
The stage in a property transaction when the balance of the purchase price is paid, the transfer is dated, and legal title passes (subject to registration).

Worked Example 1.1

A buyer’s solicitor carries out an OS1 search on 1 June, receives a clear result, and completes the purchase on 10 June. The application to register the transfer is made on 25 June. On 15 June, a third party registers a charge against the seller. What is the effect?

Answer:
The buyer’s application is protected by the OS1 priority period. The third party’s charge, registered after the OS1 search but before the buyer’s application, will not take priority over the buyer’s transfer, provided the application is made within the 30-working-day period.

Worked Example 1.2

A mortgaged purchase completes on 12 May. The buyer’s solicitor did the OS1 in the buyer’s name, not the lender’s. Before registration, a second lender applies to register its charge with its own OS1 priority. How are priorities determined?

Answer:
Searching in the buyer’s name protects only the buyer’s transfer. The buyer’s lender’s charge is not covered by that search. A second lender’s properly protected application could take priority over the first lender’s charge if the first lender’s application is not lodged within its own protected period. The correct practice is to carry out the OS1 in the mortgagee’s name to protect both the transfer and the mortgage.

Worked Example 1.3

A developer sells plot 12, being part of a larger registered title. The buyer’s solicitor carries out an OS1 search of the whole title. Is this sufficient?

Answer:
No. Because the transaction is a sale of part, the correct search is OS2 against part of the registered title, filed with a compliant plan or referencing a pre-approved estate plan, to ensure priority attaches to the application affecting part of the title.

Worked Example 1.4

An OS1 search is requested using the “edition date” from the official copies, not the “search from date.” A new restriction was entered after the search-from date, but before the edition date. Will the OS1 result necessarily disclose it?

Answer:
Not necessarily. The correct starting point is the search-from date. Using the edition date risks missing new entries made in the intervening period. Always use the search-from date to ensure the search captures all relevant updates.

Key Practice Points (Registered Land):

• For a sale of whole, OS1 must reference the correct title number and search-from date.
• For sale of part, OS2 is essential, with a compliant plan.
• The search should be made in the lender’s name for mortgaged purchases.
• Applications to register must be made within the 30-working-day priority period.
• If adverse entries arise between investigation and completion, requisitions should be raised and completion may need to be postponed.
• If the OS1/OS2 priority period expires before application, the buyer and lender risk losing protection against subsequent entries.

Pre-completion Searches for Unregistered Land

Where the property is unregistered, the primary search is a Land Charges Department search via form K15 against the seller’s name.

Key Term: K15 search
A Land Charges Department search against the seller’s name in unregistered land, revealing registered land charges (e.g. restrictive covenants, equitable easements, estate contracts, home rights) and bankruptcy entries.

In investigating an unregistered title, a solicitor must ensure that valid land charges searches have been made against the names of all estate owners set out in the epitome of title, covering their years of ownership back to 1926 (the commencement of the Land Charges registration system). For pre-completion purposes, however, only the current seller’s name need be searched, unless the priority period from the pre-contract search still covers the completion date.

The K15 search result (issued on K18) confers a 15-working-day priority period for completion. This means that, as long as completion occurs within this window, the buyer is protected from land charges registered against the seller’s name in the interval between the search date and completion.

Land Charges certificates are conclusive in favour of the searcher: should an entry exist but not be disclosed, the buyer takes free of it even if the Department made an error. It is therefore important that all variants and possible spellings of a seller’s name are searched—errors here cannot be remedied.

• For unregistered land, bankruptcy entries are included in K15 searches, so separate bankruptcy-only (K16) searches are rarely necessary unless a lender specifically requires it.
• Attention must be paid to the names searched; this is especially important where there have been name changes, known aliases, or previous names used within the period of ownership.

Where the seller is a company, a company search at Companies House should be repeated immediately before completion to ascertain the company’s solvency, existence, capacity, and whether there are any new charges registered against the company's assets or any winding-up actions pending.

Key Term: bankruptcy-only search (K16)
A limited Land Charges search against an individual’s name to check for bankruptcy petitions or orders. Used pre-completion for mortgaged purchases to protect the lender.

Worked Example 1.5

A buyer’s solicitor conducts a K15 against the seller on 3 February and receives a clear result. Completion is delayed and occurs on 1 March. On 14 February, a D(ii) restrictive covenant is registered against the seller’s name. What is the effect?

Answer:
The K15 priority period is 15 working days from the certificate date. If completion takes place after the priority period has expired, entries made after the search date may bind the buyer. The restrictive covenant registered on 14 February could bind unless a new K15 was obtained and completion occurred within its priority period.

Key Practice Points (Unregistered Land):

• At pre-completion, search only against the seller’s name unless completion is within an earlier priority period.
• If company, company search mandatory immediately before completion.
• K15 certificate is conclusive for the searcher; errors in names can cause significant risk.
• K15 search confers priority for completion, not for later registration.
• If completion does not occur within the priority period, repeat the search.

Bankruptcy and Company Searches

Bankruptcy and company searches underpin the financial and legal security of the transaction. Their focus is on solvency and authority of the parties and particularly the buyer where the purchase is funded by a mortgage.

Key Term: bankruptcy search
A search against an individual’s name to check for bankruptcy orders or petitions; for pre-completion purposes this is ordinarily a K16 bankruptcy-only search.

Key Term: company search
A Companies House search to confirm a company’s existence, solvency status, officers, filing position, and registered charges; used to assess risks to completion and lender security.

For unregistered land, the bankruptcy search is included via K15 against all relevant estate owners. For registered land, where a buyer is obtaining a mortgage, a K16 bankruptcy-only search is conducted against the buyer (or buyers/borrowers). This search will reveal any pending or actual bankruptcy orders. The solicitor must check the search results against the buyer’s actual name, and any adverse entries must be immediately clarified. This is usually done by the buyer endorsing a certificate to confirm the entry does not relate to them; if it does, disclosure to the lender is required and completion should not proceed.

If either party is a company, a company search is essential immediately before completion. It should establish:

• Good standing, existence and registration of the company
• Any pending insolvency proceedings (e.g. winding-up petitions or administration orders)
• The existence of fixed or floating charges, authority and capacity to deal in land, and, where appropriate, authority to borrow money and grant charges under the company constitution

Where either adverse bankruptcy or insolvency results emerge, completion should be postponed pending clarification or be cancelled if not resolved to the lender’s satisfaction.

Worked Example 1.6

A buyer is borrowing from a commercial lender. The K16 against the buyer’s full name reveals a pending bankruptcy petition. What should the buyer’s solicitor do?

Answer:
Report to the lender immediately and do not proceed to completion without lender instructions. A lender will almost always refuse to lend to a borrower subject to a bankruptcy petition. The transaction will likely fail unless the adverse entry is shown not to relate to the buyer (e.g. a namesake) with satisfactory certification, or the petition is withdrawn and evidence provided.

Timing and Coordination

Efficient timing and coordination of pre-completion searches is important. Searches should be made as close to the scheduled completion date as practicable to ensure results are current and valid.

• OS1/OS2 and K16/K15 searches are typically organised immediately after exchange so results can be promptly considered. If completion is delayed (e.g., chain transactions, or unforeseen events), searches should be repeated to renew the priority period and guarantee protection.
• Solicitors must diarise the expiry dates of the priority periods (especially for OS1/OS2, as the registration application must be made no later than 12 noon on the last day of the period).
• On mortgaged purchases, the buyer’s solicitor is required to submit the certificate of title/report on title to the lender five to seven working days prior to completion, coordinating with the receipt of up-to-date pre-completion search results.
• If there is a risk of completion occurring outside of the pre-completion search priority period, repeat searches must be carried out.
• In transactions involving both sale and purchase, the solicitor must ensure funds are available for both sides, and priority periods are valid for all parts of the chain.

Key Term: completion
The stage in a property transaction when the balance of the purchase price is paid, the transfer is dated, and legal title passes (subject to registration).

Consequences of Adverse Search Results

Adverse search results—e.g., a new mortgage or restriction, a bankruptcy or winding-up petition—require careful resolution. If a new charge or restriction appears, the buyer’s solicitor must raise requisitions with the seller’s solicitor and may need to delay completion until proper undertakings to discharge such interests (supported by evidence) are given.

• For registered land, undertakings must cover all existing and newly revealed charges, and be followed by evidence in the form of DS1/e-DS1/ED (for whole) or DS3 (for part).
• For unregistered land, a receipted charge (e.g., the original mortgage deed marked as discharged by the lender) is needed.
• Should the buyer’s application for registration be submitted after expiry of the OS1/OS2 priority period, adverse entries registered after the search date may bind the buyer or lender, risking loss of title or security.

Land Registry official search results are not conclusive: errors may not always relieve the buyer, though compensation may be claimed. By contrast, the Land Charges certificate (from K15) is conclusive in favour of the searcher.

Key Term: DS1
Evidence of discharge of a registered charge over the whole of a title; provided by the lender (paper or electronic) and used to remove the charge from the register.

Key Term: DS3
Evidence of discharge of a registered charge over part of a title; accompanied by a plan identifying the released part.

Key Term: receipted charge
A discharge mechanism for unregistered land: the original mortgage deed bearing a vacating receipt acknowledging redemption by the lender.

Worked Example 1.7

A buyer’s solicitor completes an OS1 search on 1 March, but due to an administrative error, the application to register the transfer is not made until 10 April. On 20 March, a third party registers a charge against the property. What is the effect?

Answer:
The OS1 priority period expired before the application was made. The third party’s charge, registered after the OS1 search but before the buyer’s application, may now take priority over the buyer’s transfer (and any lender’s charge), jeopardising title and security.

Worked Example 1.8

A seller’s title shows an existing registered charge. The seller’s solicitor undertakes in TA13 to redeem on completion and later provide DS1. The OS1 result reveals a second charge added after exchange. Can the buyer safely complete?

Answer:
Not without resolving the new charge. Raise requisitions for an updated undertaking covering all charges and require confirmation (and post-completion evidence) of discharge of both charges (DS1/e-DS1/ED, or DS3 for a part release). If satisfactory undertakings are not provided, delay completion.

Additional Pre-completion Steps

Several other important steps must be completed in preparation for completion, including:

• Verification of the Completion Information and Undertakings form (TA13), which should clarify:
  • Arrangements for key handover and vacant possession
  • Financial details for settlement on completion
  • Undertakings to discharge known mortgages or other charges
  • Adherence to the Law Society Code for Completion by Post (2019)
• Ensuring all funds (from buyer and lender) are in place, reflected in a completion statement which sets out monies required, professional charges, disbursements, and expected post-completion costs such as SDLT or Land Registry fees.
• Confirming the transfer deed is properly executed and ready for dating at completion. Where buyers are giving new covenants (e.g., indemnities) or declarations (such as for co-ownership), they must execute the deed. For sale of part, the plan annexed to the transfer must be HM Land Registry-compliant and signed.
• Where parties are companies, confirmation of correct corporate authority to complete the transaction, supported by evidence from company searches.

Key Term: DS1
Evidence of discharge of a registered charge over the whole of a title; provided by the lender (paper or electronic) and used to remove the charge from the register.

Key Term: DS3
Evidence of discharge of a registered charge over part of a title; accompanied by a plan identifying the released part.

Key Term: receipted charge
A discharge mechanism for unregistered land: the original mortgage deed bearing a vacating receipt acknowledging redemption by the lender.

Worked Example 1.9

A transfer deed in a sale of a registered lease contains new indemnity covenants by the buyer and a declaration of trust for co-ownership. Who must execute the transfer and how should the annexed plan be handled?

Answer:
Both the seller and buyer must execute the transfer as a deed. The plan annexed to the transfer should be signed by both parties; while not legally required, it is best practice and supports the integrity of the deed.

Worked Example 1.10

Completion is delayed due to the seller’s company entering administration before settlement. The buyer’s solicitor had conducted a company search one week earlier. What revision of practice is required?

Answer:
Company searches should always be conducted immediately before completion to ensure up-to-date results. Administration or insolvency may impair the company’s ability to transfer good title, and completion should be deferred until proper authority is confirmed by the administrators or a licensed insolvency practitioner.

Revision Tip

Pre-completion searches are effective only if the application to register is made while the priority period is current. Diarise the priority expiry and submit registration as soon as possible after completion. OS1/OS2 searches protect the registration application for 30 working days, while K15 searches protect completion itself for 15 working days.

Key Point Checklist

This article has covered the following key knowledge points:

• Pre-completion searches are essential to protect the buyer and lender after exchange and before completion.
• For registered land, an OS1 (or OS2) search provides a 30-working-day priority period for registration and mitigates the registration gap.
• Always use the “search from date” and, on mortgaged purchases, search in the lender’s name so the transfer and charge both enjoy priority.
• For unregistered land, a K15 search against the seller gives a 15-working-day priority period to complete; the certificate is conclusive in favour of the searcher.
• Bankruptcy-only searches (K16) and company searches should be repeated immediately before completion to verify solvency.
• If the application to register is made after the OS1/OS2 priority period, new adverse entries may take priority.
• Any adverse search result must be resolved before completion or the transaction delayed; undertakings to discharge charges must be backed by DS1/e-DS1/ED or DS3 (part) and receipted charge (unregistered land).
• Diarise priority expiry (12 noon on the last day for OS1/OS2) and lodge registration promptly to preserve priority.
• Proper execution of the transfer deed is required, with buyers signing when giving new covenants or declarations, and plans annexed for sale of part must be HM Land Registry compliant and signed.
• Company and bankruptcy searches must be performed as close as possible to completion, immediately updated if completion is delayed.
• For leases and assignments, pre-completion searches must cover leasehold title, and all necessary engrossments must be executed and exchanged before completion.
• Errors or adverse results in searches must be promptly dealt with via requisitions or additional undertakings; late or inaccurate searches risk loss of title or security.

Key Terms and Concepts

• pre-completion search
• registration gap
• OS1 search
• OS2 search
• priority period
• K15 search
• bankruptcy search
• bankruptcy-only search (K16)
• company search
• DS1
• DS3
• receipted charge
• completion