Learning Outcomes
This article covers the pre-completion stage of freehold real estate transactions, including:
- Deduction and investigation of title in registered and unregistered land; epitome of title and official copies; identifying a good root and an unbroken chain
- Distinguishing pre-contract requisitions from pre-completion enquiries and using the Completion information and undertakings form
- Preparing, approving, and executing TR1/TP1 transfer deeds and Land Registry-compliant plans
- Conducting pre-completion searches: OS1/OS2 (official search with priority), K15/K18 Land Charges, and bankruptcy-only searches; managing search-from dates and priority periods
- Coordinating lender requirements: report/certificate of title, search in lender’s name, drawdown timing, and protection of transfer and charge
- Giving and policing undertakings to discharge existing charges; obtaining redemption statements and post-completion evidence (e-DS1, DS1/DS3, receipted charge)
- Identifying and advising on defects and risks, including undisclosed burdens, missing discharges, gaps in chains of title, adverse entries, insolvency issues, and early occupation
SQE2 Syllabus
For SQE2, you are required to handle freehold real estate matters by recognizing and carrying out the pre-completion stage in a property transaction, with a focus on the following syllabus points:
- the steps and checks involved in deduction and investigation of title in freehold sales
- the seller’s proof of good title and buyer protection mechanisms
- the concept of a good root of title and the required supporting documents
- Land Registry and related compliance requirements for completion
- risk management and client due diligence in the pre-completion phase
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 "deduction of title" and whose responsibility is it in a freehold property transaction?
- Why must a seller provide an “unbroken chain” of title deeds, and what is meant by a “good root of title”?
- Is proof of title alone enough for a buyer’s solicitor to recommend proceeding to exchange of contracts? What else should be checked?
- True or false? A valid transfer deed alone is always sufficient to register a change of ownership at the Land Registry.
- Name one common risk if a title investigation fails to identify an undisclosed restrictive covenant.
Introduction
The pre-completion stage of a freehold real estate transaction is critical. Before the legal title is transferred and the balance of the purchase price is paid, both the seller and buyer—through their solicitors—must complete a detailed process of deduction and investigation of title. The goals are to establish that the seller can sell the property, to expose any risks or problems, and to ensure that the buyer will acquire good and marketable title, free from undisclosed third-party interests. Proper handling of these requirements is essential in practice and required for SQE2 success.
The Purpose of Pre-Completion Steps
Before completion, the seller's solicitor must supply the buyer's solicitor with evidence proving that the seller has the legal right to sell, that the ownership history is sound, and that the property is free from undisclosed rights or burdens that might impact value or intended use. In the background sits the principle of caveat emptor: the buyer bears the responsibility to investigate thoroughly and cannot rely on the seller to disclose every issue.
Key Term: deduction of title
The process by which a seller’s solicitor provides documentary evidence (deeds and documents) demonstrating the seller’s legal right to sell the property.Key Term: investigation of title
The process by which the buyer’s solicitor checks the documents supplied to confirm the seller’s right to sell, to uncover title defects, and to identify practical risks (such as third-party rights or disputes).Key Term: caveat emptor
The principle that the buyer must investigate fully and satisfy themselves about title and property condition; the seller owes only a limited duty of disclosure on title.Key Term: pre-contract searches and enquiries
Standard enquiries of the seller and searches of third-party records pre-exchange to reveal matters affecting use, enjoyment, value, and safety (for example, local authority and water searches).Key Term: requisitions on title
Specific questions raised on title based on the document bundle and search results. Generally, no new requisitions may be raised after exchange.
Documentary Evidence and Good Root of Title
The seller must produce a set of title documents, known as an “epitome of title” (in unregistered land) or up-to-date official copies from the Land Registry (in registered land). The epitome should be well-ordered, legible, and complete, enabling a clear chain of ownership from a reliable starting point to the present.
Key Term: good root of title
A deed or document (usually at least 15 years old for unregistered land) showing ownership of the whole legal and beneficial interest in the property, made for value and free from anything casting doubt on title, forming the starting point for a chain of ownership up to the present seller.
In unregistered land, a good root is typically a conveyance on sale or a mortgage for value. Deeds that do not guarantee proper investigation at the time—such as a deed of gift, assent, or voluntary transfer—are rarely acceptable as a root. A valid root should:
- relate to the whole property (not part only)
- show an estate capable of giving good title
- be stamped (if older) and properly executed for its time
- be free from unexplained adverse matters (for example, restrictions not accounted for)
- be followed by an unbroken chain of ownership documents through to the present seller.
In registered land, the seller furnishes official copies of the property register, proprietorship register, charges register, and title plan, plus any filed deeds (such as transfer, mortgage, or restrictive covenant documents) referred to on the register. Official copies must be recent; the buyer updates them via an official search in the pre-completion phase.
Typical Document Checks and Chain of Title
In unregistered land, the seller’s solicitor prepares a schedule of documents—starting with the good root and ending with the latest transfer or deed. Each transfer, charge, or mortgage must be properly executed, and the sequence must be unbroken and easily traceable. Where there are transmissions (for example, following death) or changes of name, the relevant supporting documents (probate, marriage certificate, deed poll) must be provided to bridge the chain. Any mortgage over unregistered land must be clearly discharged (a receipted charge or vacating receipt).
In registered land, official copies are obtained from the Land Registry and should include the property register (description and rights), proprietorship register (current owners, class of title, restrictions), charges register (mortgages and burdening entries), and the title plan. The buyer’s solicitor crosschecks:
- property description and the plan against physical inspection and contract details
- class of title and any restrictions requiring consents or certificates
- burdens recorded (restrictive covenants, easements, leases, charges) and any filed copies
- evidence of discharge of mortgages (for example, e-DS1) and the need for undertakings to redeem.
If buying part only, the plan in the transfer (TP1) must be compliant with Land Registry requirements, accurate and to scale, with clear edging and dimensions.
Key Term: transfer deed
The instrument by which the legal estate is conveyed to the buyer. TR1 is used for transfer of whole registered title; TP1 is used for transfer of part. It must be executed as a deed.
Additional Checks: Identity, Consents, and Instructions
Alongside title investigation, the pre-completion phase requires the solicitors to:
- confirm the client’s identity and right to sell or purchase (to satisfy anti-money laundering and ‘know your client’ requirements)
- verify funding (including source-of-funds checks for cash contributions) and deal with any lender requirements; prepare and submit the certificate of title/report on title to request drawdown of mortgage advance
- ensure that any necessary third-party consents (such as mortgagee consents, landlord consents, management company certificates, or trustee approvals) have been obtained and that restrictions on the register can be satisfied on completion
- verify that any missing documents (especially for the root of title or key rights) have been located or rectified, and ensure all undertakings are precise and enforceable.
Execution of the transfer must comply with the Law of Property Act 1925 and current deed formalities. Individuals sign with an independent adult witness. Companies may execute under their seal (if permitted by their articles), by two authorised officers, or by a single director in the presence of a witness in accordance with Companies Act 2006, section 44.
Key Term: pre-completion stage
The period after exchange and before completion when the transfer deed is agreed and executed, pre-completion searches and enquiries are carried out, lender funds are requested, and completion logistics and undertakings are settled.
Worked Example 1.1
A solicitor is acting for a buyer purchasing a freehold house. The seller provides a series of deeds tracing ownership from 2006 to date, but the earliest document is a deed of gift (no money paid) transferring the house to the seller’s mother in 2006. Does this document serve as a good root of title, and what further investigation is required?
Answer:
No, a deed of gift is not normally acceptable as a good root of title because there is no guarantee that the title was thoroughly checked at the time. A purchase for value—such as a sale or mortgage—is preferred. The solicitor should request a deed showing a sale (for value) going back at least 15 years, or further, to ensure a reliable root of title and unbroken chain of ownership.
Worked Example 1.2
The documents provided include a mortgage deed, but there is no evidence of its discharge. What steps should the buyer’s solicitor take before proceeding?
Answer:
The buyer’s solicitor must raise an enquiry asking for evidence that the mortgage has been paid in full and legally discharged—usually either a written receipt or formal discharge from the lender (or, if registered land, a removal from the Land Registry charges register). This protects the buyer from the risk of the mortgagee later asserting an interest against the property.
Key Pre-Completion Risk Management
The pre-completion process is not just about paper-checking. Both solicitors must guard their clients’ interests by assessing risks such as:
- undisclosed covenants, easements, or leases
- adverse third party claims
- forged documents or gaps in the chain of title
- unknown occupiers or beneficiaries asserting rights
- new adverse entries made to the registered title between the pre-contract stage and completion
- seller or buyer insolvency affecting ability to complete or dispose.
These risks must be managed by careful investigation, raising clear requisitions (questions) on title, and ensuring written replies are satisfactorily resolved before exchange and completion. The buyer’s solicitor should also plan timings so that searches are made close enough to completion to be reliable, and priority periods are not allowed to lapse.
Dealing with Registered and Unregistered Land
- In unregistered land, the good root of title and all subsequent documents must be submitted and checked. Any link in the chain that refers to missing documents or parties must be accounted for. Pre-completion Land Charges searches (K15) are made against the seller’s name only and give priority protection to the completion date (results on K18). If adverse entries arise, such as restrictive covenants or puisne mortgages, appropriate releases or satisfactions must be obtained. Bankruptcy-only searches may be made against the buyer if there is a lender.
Key Term: pre-completion Land charges search
A search against the seller’s name only (form K15) in unregistered land. The result (form K18) gives a 15 working-day priority period to complete against any entries registered after the search date.
- In registered land, an official search with priority is essential to update the official copies and protect the buyer’s (and lender’s) priority for registration. Where the whole of the title is being transferred, use OS1; where part only is being transferred, use OS2, accompanied by a compliant plan.
Key Term: pre-completion HM Land Registry search
An official search with priority of the registered title that both updates entries since the search-from date and grants a 30 working-day priority period for registration.Key Term: OS1 search
An official search with priority of the whole of a registered title, made against the title number.Key Term: OS2 search
An official search with priority of part of a registered title, accompanied by a plan showing the part affected.
The search should be made from the search-from date on the official copies (not the edition date). If there is a purchase mortgage, the search should be made in the lender’s name (so the priority protects both the transfer and the mortgage), otherwise in the buyer’s name. Results are provided on OS1R or OS2R. Any adverse entries—such as new notices, restrictions, or charges—must be investigated and resolved before completion.
Key Term: bankruptcy-only search
A limited Land Charges search on form K16 to check for bankruptcy entries against individuals, commonly made for the benefit of a lender.
Pre-completion enquiries and undertakings
In addition to searches, the buyer’s solicitor raises the standard pre-completion enquiries using the Law Society’s Completion information and undertakings form. This ensures clarity around practical arrangements (keys, place/method of completion), documents to be handed over, funds, and undertakings to discharge known charges.
Key Term: Completion information and undertakings form
A standard form raised by the buyer’s solicitor for completion by the seller’s solicitor confirming completion logistics, monies due, documents to be handed over, and including undertakings to redeem specified mortgage(s).
If the property is charged, the seller’s solicitor should obtain up-to-date redemption statements (with daily interest if needed) before giving undertakings, to ensure there will be enough sale proceeds to discharge the mortgage(s). Undertakings typically include providing evidence of discharge as soon as available.
Key Term: DS1
A form executed by the lender confirming discharge of a charge over the whole of a registered title, or confirmation of electronic discharge.Key Term: DS3
A form confirming discharge of a charge over part only of a registered title, usually with an annexed plan identifying the released part.Key Term: receipted charge
Evidence of discharge of a mortgage over unregistered land (often the original mortgage with a vacating receipt).
Worked Example 1.3
The buyer is financing the purchase with a mortgage. The buyer’s solicitor carries out an OS1 in the buyer’s name shortly after exchange. What is the issue and how should it be rectified?
Answer:
Where there is a purchase mortgage, the OS1 should be made in the name of the lender to protect both the buyer’s transfer and the lender’s charge. A search in the buyer’s name protects only the transfer. The solicitor should immediately submit a fresh OS1 search in the lender’s name and ensure the application to register both transfer and charge is lodged within the new priority period.
Worked Example 1.4
An OS1R shows a new unilateral notice registered since the search-from date, protecting a third-party option to purchase. What should the buyer’s solicitor do?
Answer:
Raise requisitions on title requiring the seller to explain the entry and arrange its removal (for example, by withdrawal of notice or consent from the beneficiary). If the interest remains subsisting and burdens the title, the buyer should reassess risk, consider delaying completion, or renegotiate. Completion should not proceed until satisfactory resolution or contractual protection is secured.
Worked Example 1.5
In unregistered land, a K15 search against the seller reveals a Class C(iii) land charge (equitable mortgage) registered since the pre-contract searches. What steps are required?
Answer:
The buyer’s solicitor must obtain confirmation that the charge will be discharged on or before completion, ideally with a receipted charge or executed memorandum of satisfaction. If the chargee is unwilling or unavailable, consider holding the completion monies to order, a retention, or insist that completion is deferred until the charge is properly vacated to avoid the buyer taking subject to the charge.
Worked Example 1.6
The seller’s solicitor gives an undertaking to discharge an existing registered charge but has not yet obtained a redemption statement. Is this acceptable?
Answer:
Best practice is to obtain an up-to-date redemption statement (including daily interest) before giving the undertaking, confirming that the net sale proceeds will be sufficient. Without this, the undertaking may be difficult to perform. The buyer’s solicitor should require the seller’s solicitor to confirm redemption figures and the method of discharge (e-DS1 or DS1/DS3), and may consider a retention if figures are uncertain.
Practicalities: transfer deed preparation and execution
The buyer’s solicitor prepares a draft TR1 (or TP1 on a sale of part) immediately after exchange and sends it to the seller’s solicitor for approval. The transfer should mirror the contract and the title, including any agreed covenants or indemnities. Plans annexed to a TP1 must be Land Registry compliant. The seller must execute the transfer as a deed. The buyer executes only if giving covenants (such as an indemnity covenant to observe restrictive covenants) or if any declaration is included (for example, a declaration of trust for co-owners). Dating occurs on completion.
Pre-completion financial arrangements include the buyer’s solicitor requesting the mortgage advance by submitting the certificate of title/report on title within the lender’s timeline, and a financial statement to the client for any balance due (including professional fees, disbursements, SDLT/LTT estimates, Land Registry fees, and bank transfer charges). Completion logistics are agreed (adopting the current Code for Completion by Post where used), including key release and the place/method of completion.
Early occupation risk (where relevant)
If the seller agrees to allow the buyer to occupy before completion in a residential transaction, occupation should be on licence terms to avoid creating a tenancy. Terms typically include the buyer paying a fee (contract rate interest), outgoings, keeping the property in repair, not making alterations without consent, and vacating on termination of licence. Lender consent is often required where the seller’s title is charged.
Revision Tip
Before recommending proceeding to exchange and completion, always ensure that all seller and third-party consents are in place, the root of title documents are sound and complete, and all pre-completion requisitions have been raised and fully answered. Diarise priority periods from OS1/OS2 and K15 searches, and lodge applications or complete within those deadlines.
Exam Warning
Do not assume that a valid contract for sale guarantees the buyer’s right to be registered at the Land Registry. The transfer deed must be in valid form and title investigation must confirm that the seller can validly transfer legal title. Failure to do so risks rejected registration and professional negligence.
Exam Warning
Do not conflate pre-contract requisitions on title with the Completion information and undertakings form. The former probes title defects pre-exchange; the latter confirms practical completion arrangements and undertakings (including discharge of mortgage(s)) post-exchange.
Key Point Checklist
This article has covered the following key knowledge points:
- The seller’s solicitor must provide proof of good and marketable title, starting with a reliable good root of title and an unbroken chain of documents (unregistered) or up-to-date Land Registry official copies (registered).
- The buyer’s solicitor must investigate title by analyzing documents, raising requisitions, and resolving any issues before recommending exchange or completion, mindful of caveat emptor.
- Pre-completion searches must be carried out close to completion: OS1/OS2 (registered land) to update entries and obtain a 30 working-day priority period for registration; K15 (unregistered land) against the seller only to protect completion for 15 working days; bankruptcy-only searches and, where appropriate, company searches.
- The OS1/OS2 should be made from the search-from date and, where there is a mortgage, in the lender’s name to protect both transfer and charge. Diarise and act within priority periods to avoid loss of priority and negligence risk.
- The Completion information and undertakings form confirms practical arrangements and includes critical undertakings to redeem specified mortgage(s), supported by up-to-date redemption statements and, post-completion, DS1/DS3 or electronic discharge evidence.
- Proper transfer deed drafting and execution are essential: TR1 or TP1 in Land Registry form, executed as a deed; annex a compliant plan on a sale of part; buyer execution required if entering new covenants or declarations.
- Inadequate title investigation or missing documentation can result in the buyer failing to gain marketable title, legal disputes, or inability to register ownership. New adverse entries discovered on OS1/OS2 must be resolved before completion.
- Where early occupation is agreed, ensure licence terms and lender consent to avoid unintended tenancy and risk to the seller’s mortgage security.
- Risk management and due diligence must be rigorous in the pre-completion stage to protect the client’s position and comply with professional obligations.
Key Terms and Concepts
- deduction of title
- investigation of title
- good root of title
- caveat emptor
- pre-contract searches and enquiries
- requisitions on title
- pre-completion stage
- transfer deed
- pre-completion HM Land Registry search
- OS1 search
- OS2 search
- pre-completion Land charges search
- bankruptcy-only search
- Completion information and undertakings form
- DS1
- DS3
- receipted charge