Commercial acquisitions and disposals
Property portfolio transaction
Legal work to buy or sell several properties in one deal, coordinating titles, tenancy schedules, price apportionment, finance and tax.
This work depends on the details, so our team prepares a quote for you, usually within one working day.
Tell us early if any property includes flats on long leases or is subject to a separate loan. Each of these changes who needs to be involved and how the work is priced.
Buying a portfolio means acquiring several properties in one deal: perhaps a parade of shops, a group of industrial units, a mix of flats and commercial lets, or a landlord's whole holding. One contract, one price and one completion date can save time, but the legal work multiplies with every title and every tenancy.
Investors, property companies and landlords use this service when buying a group of properties together, and owners use it when selling one. Your solicitor investigates each title, builds a schedule of the tenancies, agrees how the price is split between the properties and coordinates the finance so that everything completes on the same day.
Because the work depends on how many properties, tenancies and lenders are involved, our team prices it individually rather than through the instant calculator. Send the property list and any heads of terms (the agreed outline of the deal) through the quote request form, and you will usually have an itemised quote within one working day.
What is involved
Portfolio deals need a clear system. Your solicitor typically:
- Agrees the structure: buying the properties as assets in one contract or several linked contracts, or buying the company that owns them, which raises different legal and tax issues.
- Reviews every title: each property has its own register, plan, rights and covenants, and problems are logged against the property they affect.
- Builds a tenancy schedule: every lease and tenancy summarised, showing rent, term, rent review and break dates, deposits, arrears and repair terms, checked against the seller's rent roll (its list of tenants and rents).
- Runs searches across the portfolio: local, drainage and environmental searches for each property, reviewed consistently.
- Agrees the apportionment: splitting the price between the properties on a fair and reasonable basis, which matters for tax, capital allowances, lenders and any later sale of individual properties.
- Deals with VAT: identifying which properties the seller has opted to tax and whether the deal, or part of it, can be a transfer of a going concern, so that no VAT is charged.
- Coordinates finance: meeting the lender's requirements, which may include a report on title (a summary of the investigation) for each property.
- Completes and follows through: rent and service charge apportionments, notices to every tenant, tax returns and registration of each title.
What the legal fee covers
- Agreeing the transaction structure with you and your other advisers
- Investigating the title to each property in the portfolio
- A tenancy schedule summarising every lease and tenancy
- Ordering and reviewing searches property by property
- Raising enquiries and negotiating the contract or linked contracts
- Agreeing the price apportionment and the VAT treatment
- Reporting to you and your lender on the whole portfolio
- A completion statement covering rent, arrears and service charge for each property
- Tax returns, registrations and notices to tenants after completion
Costs you may see on top
- Searches for each property, which add up quickly on a large portfolio
- Registration fees for each title in the portfolio and each new charge
- SDLT or LTT for each property, with VAT included in the price where it applies
- VAT on any properties that are opted to tax and cannot be sold as a going concern
- Valuation and legal costs your lender charges, often per property
- Tax advice on the structure, the apportionment and capital allowances
- Indemnity insurance where individual titles have defects
What to have ready
- A list of the properties, with addresses and title numbers if known
- The heads of terms, including the price and whether it is already split by property
- The seller's rent roll or tenancy schedule, if you have it
- The company or other entity that will own the portfolio, with its directors and shareholders
- Your lender's terms and whether one facility covers every property
- Your VAT number, needed if any part of the deal is a going concern
- Who your surveyor, valuer and tax adviser are
How long it takes
A small portfolio of a few well documented properties commonly takes 10 to 16 weeks. Larger portfolios, or those with many short tenancies, property in more than one part of the UK or more than one lender, often take three to six months.
The timetable usually follows the slowest title rather than the average, so it helps to identify problem properties early and agree whether they can be dropped or dealt with separately. A complete rent roll and a data room (an online folder of documents) from the seller at the outset make the biggest difference.
Things to watch for
- Linked purchases, those between the same parties that form part of one deal, are taxed together. In England and Northern Ireland, the total price for linked properties sets the SDLT bands, so splitting the deal into several contracts does not usually reduce the tax.
- In England and Northern Ireland, Multiple Dwellings Relief, which used to reduce SDLT on bulk purchases of homes, was withdrawn from 1 June 2024. If the portfolio includes six or more homes bought in a single transaction, the non-residential rates may apply instead, but the rules are technical, so take advice before relying on them.
- Check the apportionment carefully. A split that looks convenient now can affect your lender's valuations, your capital allowances and the tax on any later sale of individual properties.
- Deposits must follow the properties. Residential deposits have to stay protected in an approved scheme, and commercial rent deposits held under deeds need to be transferred with the right paperwork.
- Ask whether any building contains flats held on long leases. If so, the seller may have needed to offer those leaseholders the chance to buy first, and if it did not, they may have rights against you as the new owner.
- Agree what happens if one property has a serious problem. A contract that lets you remove it, with an agreed price reduction, is better than delaying the whole portfolio.
Questions people ask
Should I buy the properties or the company that owns them?
Both are possible. Buying the properties themselves, an asset purchase, means you take them without the seller's company history, but SDLT or LTT is usually due on the price. Buying the shares of the owning company usually avoids property tax, as shares carry stamp duty at a lower rate, but you take on the company's past, its debts and its liabilities, and the investigation is much wider. Your solicitor and tax adviser can compare the options for your deal.
How is rent dealt with at completion?
Commercial rent is often paid quarterly in advance, so on completion the seller usually holds rent covering days after the sale. Your solicitor prepares a completion statement that credits you with your share for each property, and agrees how arrears collected later will be passed on. Service charges are normally reconciled after the end of the service charge year, when the actual costs are known.
What is a tenancy schedule?
It is a document, prepared by your solicitor, that summarises every lease and tenancy in the portfolio: the tenant, rent, start and end dates, rent reviews, break options, deposits, repair terms and any problems found. It lets you, your lender and your valuer see the income at a glance, and it checks the seller's rent roll against the actual documents.
Can one deal include property in different parts of the UK?
Yes, but each part of the UK has its own rules. Properties in England and Northern Ireland pay SDLT and those in Wales pay Land Transaction Tax, each with its own rates and returns. We do not cover property in Scotland, which has its own system of conveyancing.
Who does the work
Your matter is handled by a law firm regulated by the Solicitors Regulation Authority, the Council for Licensed Conveyancers or CILEx Regulation, or in Northern Ireland by a solicitor regulated by the Law Society of Northern Ireland. At the moment the law firms on our panel act for property in England and Wales, so for property in Northern Ireland we tell you whether a firm can act for you before we pass your details to anyone. The firm confirms who will work on your file, their experience and its terms before you instruct it. How we choose our firms.