Harper James advises businesses on commercial property rights under the laws of England and Wales, including ownership, leasing, intellectual property and secured transactions. Property rights determine who controls an asset, how it can be used, and what happens when it is sold, licensed or used as security.
Commercial property rights cover more than land and buildings. Real property includes freehold land and leasehold interests. A freeholder owns the land for an unlimited period, subject to registered interests and legal restrictions. A lease grants possession and use for a defined term in return for rent and compliance with the lease terms. Personal property includes equipment, stock, vehicles and contractual rights. Intellectual property includes trade marks, copyright, patents, designs and confidential information. The relevant ownership documents, registration requirements and transfer rules differ for each category.
Due diligence establishes whether a seller has the right to transfer an asset and whether another person has an interest in it. For land, this includes reviewing registered title, charges, easements, restrictive covenants, planning information, rights of way and lease obligations. For business assets, the review covers purchase records, finance arrangements, retention-of-title clauses and third-party licences. Intellectual property checks include confirming that employees and contractors assigned rights to the business and identifying registered rights, renewal dates and licence restrictions.
A transaction document should state precisely what is being transferred and what remains with the seller. A share purchase agreement transfers legal and beneficial ownership of specified shares in a company, giving the buyer the rights attached to those shares, subject to the agreement and the company’s constitutional documents. It does not itself transfer ownership of the company as a separate asset. An asset purchase agreement identifies the individual assets being acquired and the liabilities being assumed or retained. Warranties and indemnities allocate responsibility for problems such as defective title, undisclosed encumbrances or infringement claims. Completion usually depends on delivering transfer documents, obtaining consents and releasing charges.
A commercial lease sets out the tenant’s rights to occupy premises and the landlord’s rights to receive rent and enforce the agreement. Key provisions include permitted use, repair obligations, assignment, subletting, rent review, insurance, service charges, alterations and break clauses. A break notice must follow the lease requirements precisely. Lenders also take property rights into account when providing finance. Security can include a legal charge over land, a fixed charge over specific assets or a floating charge over changing business assets. The security documents establish the lender’s enforcement rights if the borrower defaults.