Founded in 1978, Memery Crystal is a well-established, independent law firm based out of Fleet Street, London. The firm is recognised as a leading firm for real estate by both Chambers and the Legal 500. Our success lies in our commercially-driven focus on each client's needs, whether landlord, tenant, developer, purchaser or funder to deliver the best possible result within the required timeframe. We are known for our full service offering encompassing acquisitions and disposals, development, construction, planning, landlord and tenant, financing, tax and litigation.
Our clients include overseas companies and investors actively involved in the UK market as well as some of the largest retailers, development companies and property owners in the UK. We handle residential (including bulk residential transactions), commercial and mixed-use work giving us a breadth of knowledge across all real estate sectors and we consider that this best helps us to understand our client’s individual requirements. In particular, we are often asked to work to close deadlines and we pride ourselves in helping our clients achieve their objectives within these deadlines.
You’ll need to consider tax implications, in particular stamp duty land tax and what your eventual exit may be when structuring a transaction. You may wish to use an SPV or alternative investment vehicle.
From a lender’s perspective, SPVs can be more time efficient and offer lower pricing options than structuring the transaction through a limited company, although please consult your lawyer who can advise you on the best course of action. Your purchase may be by way of an outright purchase of a freehold or of various leases where a separate entity will own the freehold.
- The buyer and seller enter into a contract with one another where the seller agrees to sell and the buyer agrees to buy. This agreement is legally binding.
- The buyer will normally pay a deposit at this point.
- On exchange of contracts a completion date will be agreed.
- If you do not complete by the agreed completion date, you will incur significant penalties.
- On the day of completion the buyer pays the remainder of the purchase monies.
- The ownership of the property physically changes hands.
- The seller must move out and give the keys to the buyer.
Each transaction is likely to be slightly different, depending on whether you are buying an entire building, including the freehold, individual units peppered around a scheme, forward purchasing or purchasing completed units and whether they are let or vacant on completion.
Early engagement with your lawyer in relation to these questions is recommended and can influence your decision to proceed or otherwise. We are experienced in acting in all types of these matters and would be pleased to offer our experience to help you with any investment decisions.
SPVs are generally inexpensive and straightforward to set up. You can either do it yourself via Companies House for around £15, or consult an accountant.
You can borrow through an SPV with no accounts, but be aware that lenders will require directors and majority shareholders to provide personal guarantees and underwrite the mortgage based on individual circumstances.
- Instruct lawyers as soon as Heads of Terms are agreed.
- Raise any enquiries and conduct searches as early as possible, allowing plenty of time for defects to be remedied.
- Ensure all planning permissions and building regulations approvals have been obtained if applicable.
- Be available to sign required legal documents on time.
Your legal responsibilities will vary depending on whether you have bought freehold or leasehold property, and whether you will be renting out any properties. Your lawyer can advise you on this. Be aware that payment of SDLT is due 14 days from completion, and registration requirements at the Land Registry will need to be complied with.
Certain saving may be possible, depending on how the purchase is structured. We can assist you with determining the best structure for your purchase or document any suitable suggestions that your accountants may propose.
Your lawyer will be able to advise you. Common considerations include whether your property is leasehold or freehold, and whether you will be renting your properties out following completion of the acquisition.
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