Documents Needed for Assignment of Lease

When you assign a commercial lease, you'll need several key documents, including the original lease agreement, deed of assignment, and landlord's consent.

Whether you're the current tenant (assignor) or the incoming tenant (assignee), understanding the paperwork involved is essential to avoiding delays or legal issues.

In this guide, we break down the essential documents for lease assignment, explain what each one is for, and highlight why getting legal advice is often a smart move.

Table of Contents

What is a Commercial Lease Assignment?

A commercial lease assignment is a legal process where an existing tenant (the assignor) transfers their lease to a new tenant (the assignee).

In simple terms, the new tenant (the assignee) assumes the lease and all responsibilities, such as paying rent, maintaining the property, and complying with the lease terms.

It's a practical option if a business is relocating, downsizing, or closing. While the outgoing tenant (the assignor) is usually released from their obligations, they may still need to guarantee the performance of the new tenant through an Authorised Guarantee Agreement (AGA), depending on the lease terms.

The commercial lease assignment process enables the business to exit the lease legally while providing the landlord with a vetted replacement.

What Documents Are Needed for a UK Commercial Lease Assignment?

1. Original Lease Agreement

This is the starting point for everything. The original lease agreement outlines the terms under which the property was first rented, including clauses related to assignments.

What to check for:

• Is lease assignment allowed?
• Are there any conditions or restrictions?
• Does the landlord's written consent need to be obtained?

This document will shape how the rest of the process unfolds.

2. Formal Request for Landlord's Consent

Most leases in the UK require tenants to get the landlord's written consent before assigning a lease. This begins with a formal request letter from the current tenant.

The letter should include:

• Full details of the proposed assignee
• The nature of their business (if commercial)
• Financial references
• Landlord references, if available

While this may seem like a formality, landlords have a legal right to vet the new tenant.

3. Licence to Assign

Once the landlord agrees, the next step is signing a Licence to Assign.

This is a legally binding document that confirms the landlord's approval for the lease transfer. It's usually signed by all three parties:

• The landlord
• The current tenant (assignor)
• The incoming tenant (assignee)

The Licence to Assign often includes specific conditions that the assignee must meet, so don't skip the fine print.

4. Deed of Assignment

Think of this as the heart of the process. The Deed of Assignment is the formal legal document that transfers the lease from one tenant to another.

It typically includes:

• Names and details of all parties
• The property address
• The effective date of the assignment
• Any special terms or conditions

Depending on the type of lease, you might also need:

• Land Registry Form TR1 (for transferring registered leases)
• Form AP1 (for registering the change with HM Land Registry)

If the lease isn't registered, a custom Deed of Assignment will usually be enough.

5. Authorised Guarantee Agreement (AGA)

If the lease was granted after 1 January 1996, there's a good chance the outgoing tenant will need to sign an Authorised Guarantee Agreement (AGA).

This means the current tenant remains responsible (as a guarantor) if the new tenant defaults on rent or breaches the lease terms.

Landlords often insist on this to reduce their risk, especially for commercial properties.

6. Inventory List (if applicable)

If the property includes fixtures, fittings, or furnishings, it's good practice to include an inventory list that details the condition of everything. This document helps avoid disputes and ensures a smooth transition.

Though not always legally required, it's strongly recommended for commercial leases.

7. Heads of Terms

This is a summary of the agreed terms between the assignor, assignee, and landlord before any legal documents are drafted.

8. Assignee's Letter of Acceptance

A written confirmation from the incoming tenant stating they accept the terms of the original lease and the assignment.

9. Legal Advice Confirmations

Landlords may require written confirmation that both parties have received legal advice before signing.

10. Financial References

Proof of the assignee's ability to meet financial obligations, such as:

• Bank statements
• Credit checks
• Trade references (for commercial tenants)

11. Notice of Assignment

This is a formal notification to the landlord (and sometimes to the managing agent) confirming that the lease has been assigned.

Commercial Lease Assignment Documents Checklist

To assign a commercial lease, the following documents are needed:

1. Original Lease Agreement
2. Formal Request for Landlord's Consent
3. Landlord's Consent to Assignment
4. Assignee's Letter of Acceptance:
5. Licence to Assign (signed by landlord, assignor, and assignee)
6. Deed of Assignment of Lease
7. Land Registry Forms TR1 and AP1 (if lease registered)
8. Authorised Guarantee Agreement (AGA), if required
9. Inventory List (if applicable)
10. Heads of Terms
11. Assignee's Letter of Acceptance
12. Financial References (e.g., bank statements)
13. Confirmation of Legal Advice
14. Notice of Assignment to Landlord
15. Additional documents, depending on your circumstances

Why Are Lease Assignment Documents Important?

The documents involved in the lease assignment serve several purposes:

• They protect the rights of all parties involved
• They clarify legal responsibilities
• They ensure compliance with the original lease
• They provide formal evidence of the transfer

Skipping a document or getting it wrong can lead to delays, legal disputes, or even the assignment being deemed invalid.

Final Thoughts: Getting Your Lease Assignment Right

Assigning a lease in the UK involves more than just paperwork. It's a legal transaction that must be handled carefully to protect everyone involved. From the original lease to the Licence to Assign and Deed of Assignment, every document plays an essential role.

By understanding what's required and seeking legal guidance where needed, you'll ensure a smooth and legally sound lease transfer.

Can I Assign a Lease Without a Solicitor?

While it's possible to attempt a lease assignment without a solicitor, it's not recommended. The documents needed for lease assignment are legal in nature, and any errors can lead to costly disputes or invalid transfers.

Our commercial lease solicitor can review the lease terms, prepare the necessary paperwork, and ensure everything complies with UK property law.

When handling a commercial lease assignment, it's essential to seek advice from an experienced commercial lease solicitor.

Need Help with a Lease Assignment?

If you need help with a commercial lease assignment? Contact Moeen & Co. Solicitors at 0203 959 7755 for tailored legal advice on lease assignments.

Our commercial lease solicitors in London will manage the paperwork, draft the agreements, and make sure your interests are fully protected.