Deed of Assignment - Commercial Lease - Template Form Pro · UK-law
✓ Valid in United Kingdom · drafted to comply with local law
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DEED OF ASSIGNMENT OF COMMERCIAL LEASE
This deed is dated ________
PARTIES
(1) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at ________ (the Assignor); and
(2) ________, a company incorporated and registered in England and Wales with company number ________ whose registered office is at ________ (the Assignee).
BACKGROUND
(A) The residue of the term of years created by the Lease is vested in the Assignor.
(B) The Assignor has agreed to assign the Lease to the Assignee on the terms set out in this deed.
(C) The Landlord's consent is not required for the assignment of the Lease.
AGREED TERMS
1. INTERPRETATION
1.1 In this deed the following definitions apply:
Completion Date: ________, being the date on which the assignment of the Lease is completed.
Contract: the contract for the assignment of the Lease dated ________, made between the Assignor and the Assignee.
Lease: a lease dated ________, made between ________ (the Landlord), the Assignor (the Tenant) and ________ (the Guarantor), as registered at HM Land Registry under title number ________, relating to the Property.
Lease Obligations: the tenant covenants and all the terms, conditions and obligations contained or referred to in the Lease.
LPMPA 1994: the Law of Property (Miscellaneous Provisions) Act 1994.
LTCA 1995: the Landlord and Tenant (Covenants) Act 1995.
Premium: the sum of £________ (________) (exclusive of VAT).
Property: the property demised by the Lease, known as ________.
Rent: the rent reserved by the Lease.
Title Documents: the documents of title relating to the Lease and the Property.
VAT: value added tax chargeable in the United Kingdom and any successor or similar tax.
1.2 Clause and paragraph headings shall not affect the interpretation of this deed.
1.3 A reference to the Lease includes any deed, licence, consent, approval or other instrument supplemental to it.
1.4 A reference to the Property includes the whole and any part of it.
1.5 “Tenant covenant” has the meaning given to it by the LTCA 1995.
1.6 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.7 Unless the context otherwise requires, words in the singular shall include the plural and words in the plural shall include the singular.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made under it.
1.9 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.10 References to writing or written exclude fax and email unless otherwise expressly stated.
2. ASSIGNMENT
2.1 In consideration of the Premium paid by the Assignee to the Assignor (the receipt of which the Assignor acknowledges), the Assignor with full title guarantee assigns to the Assignee all that the Property for the residue of the term granted by the Lease, subject to the payment of the Rent and the observance and performance of the Lease Obligations.
2.2 The Assignee shall pay the Premium to the Assignor by electronic bank transfer to the following account:
________
2.3 The Assignee shall pay the Premium to the Assignor using the agreed payment method on ________.
2.4 The Property is assigned free from any adverse right or claim affecting its use or transfer, save for the following matters:
(a) any matters, other than financial charges, contained or referred to in the entries or records made in any registers maintained by HM Land Registry or the Land Charges Department as at ________;
(b) all matters contained or referred to in the Lease;
(c) any matters discoverable by inspection of the Property before the date of this deed;
(d) any matters of which the Assignor is not, nor could reasonably be expected to be, aware;
(e) any matters disclosed, or which would have been disclosed, by the searches and enquiries which a prudent assignee would have made before entering into this deed;
(f) any notice, order or proposal given or made (whether before or after the date of this deed) by a body acting under statutory authority;
(g) any matters which are, or (in the case of a Lease which is to be unregistered) would be, unregistered interests which override first registration under Schedule 1 to the Land Registration Act 2002, or unregistered interests which override registered dispositions under Schedule 3 to that Act; and
(h) any matters disclosed in the Title Documents.
3. TITLE GUARANTEE
3.1 The Property is assigned with full title guarantee.
3.2 The covenant implied by section 4(1)(b) of the LPMPA 1994 shall not extend to any breach of the Lease Obligations relating to the physical state or condition of the Property.
3.3 For the purposes of section 6(2) of the LPMPA 1994, and notwithstanding section 6(3) of the LPMPA 1994, all matters recorded in registers open to public inspection at the date of this deed shall be deemed to be within the actual knowledge of the Assignee.
4. INDEMNITY COVENANTS
5. COSTS
5.1 On completion of this deed, the Assignee shall pay to the Assignor the sum of £________ towards:
(a) the Assignor's legal costs; and
(b) any disbursements incurred in connection with the assignment of the Lease.
5.2 Save as expressly provided in this deed, each party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and execution of this deed.
6. VAT
6.1 All amounts stated to be payable by a party to the other under this deed are exclusive of VAT.
6.2 Where any supply is made under or in connection with this deed which is or becomes subject to VAT, the party receiving the supply shall, subject to receipt of a valid VAT invoice, pay to the supplier an amount equal to that VAT as additional consideration on the later of the date the supply is made and the date of receipt of the valid VAT invoice.
7. NOTICES
7.1 Any notice given to a party under or in connection with this deed shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
7.2 Any notice shall be deemed to have been received: if delivered by hand, at the time the notice is left at the proper address; or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting.
7.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
7.4 A notice given under this deed is not validly given if sent by email.
7.5 In proving service of a notice, it shall be sufficient to prove that delivery was made or that the envelope containing the notice was properly addressed and posted.
8. RIGHTS OF THIRD PARTIES
8.1 A person who is not a party to this deed shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this deed.
9. ENTIRE AGREEMENT
9.1 This deed and the Contract constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of their subject matter.
9.2 The provisions of this deed shall remain in full force and effect notwithstanding completion, except to the extent that they have been fully performed.
10. GOVERNING LAW
10.1 This deed and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
11. JURISDICTION
11.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this deed or its subject matter or formation.
This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Executed as a deed by ________, the Assignor, acting by a director and its secretary, or by two directors:
_______________________
________, ________
_______________________
________, ________
(the Assignor)
Executed as a deed by ________, the Assignee, acting by a director and its secretary, or by two directors:
_______________________
________, ________
_______________________
________, ________
(the Assignee)
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