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Free Licence to Assign Template

A professionally drafted licence to assign for landlords and tenants in England and Wales. Formally consent to the transfer of a tenancy or lease to a new party.

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LICENCE TO ASSIGN
England And Wales  ·  Commercial Property  ·  Landlord And Tenant (Covenants) Act 1995
LANDLORD
Greystone Properties Ltd (Co. No. 04521876)
14 Berkeley Square, London, W1J 6BS
TENANT
Williams and Hart Solicitors LLP
22 King Street, Manchester, M2 4WQ
ASSIGNEE
Apex Digital Ltd
8 Innovation Way, Leeds, LS1 4DP
PARTY CONTACT
LANDLORD — EMAILlettings@greystone.co.uk
ASSIGNEE — EMAILinfo@apexdigital.co.uk
Premises: Unit 5, Meridian Business Park, Manchester, M12 4FG
Transaction: Assignment · Date: 2026-06-01
THIS LICENCE TO ASSIGNMENT (this "Licence") is made as a deed between Greystone Properties Ltd (the "Landlord"), Williams and Hart Solicitors LLP (the "Tenant") and Apex Digital Ltd (the "Assignee") in respect of the proposed assignment of the premises described below. It is granted pursuant to the Landlord's statutory duty under section 1 of the Landlord and Tenant Act 1988 to give or withhold consent to a qualified alienation covenant within a reasonable time, not unreasonably and, where consent is granted, subject only to reasonable conditions.
1.
BACKGROUND AND RECITALS
The Tenant holds the premises at Unit 5, Meridian Business Park, Manchester, M12 4FG (the "Premises") under a lease dated 2020-01-01 for a term of 10 years from 1 January 2020 at a current annual rent of GBP 45,000.00 per annum exclusive of VAT (the "Lease"). The Tenant has applied to the Landlord for consent to the proposed assignment, and the Landlord is willing to grant such consent on the terms of this Licence. The Lease contains a qualified covenant against assignment within the meaning of section 19(1) of the Landlord and Tenant Act 1927 (as amended by section 19(1A) where applicable). This Licence is granted without prejudice to that covenant and is not a release or variation of the Lease save as expressly provided.
2.
GRANT OF CONSENT
In consideration of the covenants given by the Tenant and the Assignee in this Licence, and subject to the conditions in Clause 3, the Landlord consents to the assignment by the Tenant to the Assignee (Apex Digital Ltd) of the whole of the Premises on or before 2026-06-01. This consent is personal to the Assignee named above, is given in accordance with section 1 of the Landlord and Tenant Act 1988 within a reasonable time, and shall not operate as consent to any further dealing with the Lease. Pursuant to section 5 of the Landlord and Tenant (Covenants) Act 1995, on lawful assignment the Tenant shall automatically be released from the tenant covenants of the Lease (save in respect of any Authorised Guarantee Agreement required below).
3.
CONDITIONS OF CONSENT
This Licence is granted on and subject to the following conditions, all of which the Tenant accepts are reasonable for the purposes of section 1(3) of the Landlord and Tenant Act 1988: (a) the Assignee shall, before the assignment takes effect, enter into a direct covenant with the Landlord to observe and perform all the tenant covenants and conditions contained in the Lease during the residue of the term; (b) the Tenant warrants that all rent, service charge, insurance rent and other payments due under the Lease are paid up to the date of the assignment and that there are no subsisting material breaches of any tenant covenant; (c) nothing in this Licence authorises or permits any change of the permitted use under the Lease, any alteration to the Premises, or any further dealing (including further assignment, subletting, charge or parting with possession) without the Landlord's further written consent; (d) the Tenant shall on completion of this Licence pay the Landlord's reasonable and properly incurred legal and surveyor's costs in the sum of GBP 850.00 plus VAT where chargeable. Such costs are reasonable within the meaning of section 1(3)(b) of the Landlord and Tenant Act 1988.
4.
AUTHORISED GUARANTEE AGREEMENT
As a condition of this Licence, the Tenant shall enter into an Authorised Guarantee Agreement ("AGA") in accordance with section 16 of the Landlord and Tenant (Covenants) Act 1995, by which the Tenant guarantees to the Landlord the performance by the Assignee of the tenant covenants of the Lease for so long as the Assignee remains bound by them. The AGA shall be in a form approved by the Landlord acting reasonably, shall not purport to bind the Tenant after the Assignee has been released from the tenant covenants, and shall be executed as a deed simultaneously with the assignment. The requirement for an AGA is expressly permitted by section 16(3) of the 1995 Act.
5.
RENT DEPOSIT
As a further condition of this Licence the Assignee shall, on or before completion, deposit with the Landlord a rent deposit of GBP 11,250.00, to be held under a rent deposit deed in the form reasonably required by the Landlord, as security for the Assignee's performance of the tenant covenants of the Lease. For a commercial tenancy the deposit is not subject to statutory protection, but shall be held in a separate client account and released in accordance with the rent deposit deed.
6.
REFERENCES AND FINANCIAL STANDING
The Tenant warrants that satisfactory references in respect of the Assignee (including, where the Assignee is a company, its latest filed accounts and any applicable parent-company guarantee) have been supplied to the Landlord, and that the Landlord has relied upon those references in granting this Licence. The Landlord confirms that its decision to consent has been made without reference to any protected characteristic under the Equality Act 2010 and has regard to the reasonableness test established in International Drilling Fluids Ltd v Louisville Investments (Uxbridge) Ltd [1986] Ch 513 and Ashworth Frazer Ltd v Gloucester City Council [2001] UKHL 59.
7.
ASSIGNEE'S DIRECT COVENANTS
The Assignee covenants directly with the Landlord, with intent that such covenants shall run with the reversion and bind the Assignee and its successors in title, to: (a) observe and perform all the tenant covenants and conditions on the part of the Tenant contained in the Lease throughout the residue of the term of the Lease; (b) not carry out any alterations or additions to the Premises without the prior written consent of the Landlord (such consent not to be unreasonably withheld in respect of internal non-structural alterations); (c) not use the Premises otherwise than for the permitted use under the Lease; and (d) not further assign, sublet, charge or part with or share possession or occupation of the Premises without the prior written consent of the Landlord, save as expressly permitted by the Lease.
8.
TENANT'S CONTINUING OBLIGATIONS
Save in respect of any Authorised Guarantee Agreement required under Clause 4, the Tenant shall on completion of the assignment be released automatically from the tenant covenants of the Lease in accordance with section 5 of the Landlord and Tenant (Covenants) Act 1995. The Tenant shall remain liable for any breach of covenant that occurred before the date of assignment.
9.
SPECIAL CONDITIONS
The Assignee shall on or before completion procure a parent-company guarantee from Apex Holdings plc in the form reasonably required by the Landlord.
10.
DATA PROTECTION AND CONFIDENTIALITY
Each party shall process personal data shared under this Licence in accordance with the UK General Data Protection Regulation and the Data Protection Act 2018, on the legal bases of contract and legitimate interests. References, financial information and identity documents will be retained only for so long as reasonably necessary for the performance of this Licence, compliance with legal obligations and the resolution of any dispute, and will then be securely deleted.
11.
GOVERNING LAW AND JURISDICTION
This Licence and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) are governed by and construed in accordance with the law of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
12.
EXECUTION AS A DEED
This Licence is executed as a deed in accordance with section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 and takes effect from the date of last execution. A person who is not a party to this Licence has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
LANDLORD
Greystone Properties Ltd
Signed as a deed
Date: ____________________
TENANT
Williams and Hart Solicitors LLP
Signed as a deed
Date: ____________________
ASSIGNEE
Apex Digital Ltd
Signed as a deed
Date: ____________________

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What Is a Licence to Assign?

A licence to assign is a formal document by which a landlord grants consent for a tenant to transfer (assign) their tenancy or lease to a new tenant. Most tenancy and lease agreements require the landlord written consent before an assignment can take place, and the licence to assign is the standard form used to grant that consent.

The licence sets out the conditions on which consent is given, typically requiring the incoming tenant to enter into a direct covenant with the landlord to observe the terms of the tenancy or lease. It may also require the outgoing tenant to provide an authorised guarantee agreement (AGA) under which they guarantee the new tenant obligations.

UK licences to assign are used in both residential and commercial contexts, though they are most common in British commercial leases where the remaining term may be substantial and the landlord needs assurance that the incoming tenant can meet the obligations under the lease in England and Wales.

What's Covered in This Template

Doxuno's licence to assign template covers all the key provisions needed for a valid and enforceable consent to assignment.

Parties

Full details of the landlord, outgoing tenant (assignor), and incoming tenant (assignee).

Lease or Tenancy Reference

Identification of the tenancy or lease being assigned, including property address, term, and current rent.

Landlord Consent

Formal statement of the landlord consent to the assignment on the conditions set out in the licence.

Assignee Covenants

Direct covenants by the incoming tenant to observe and perform the obligations under the lease from the assignment date.

Authorised Guarantee Agreement

Where applicable, provisions for the outgoing tenant to guarantee the incoming tenant obligations.

Conditions of Consent

Any conditions the landlord imposes, such as payment of arrears, fees, or provision of references.

Registration

Requirements for registering the assignment at the Land Registry where the lease is registered.

Costs

Allocation of the legal and administrative costs of the licence between the parties.

Effective Date

The date on which the assignment takes effect and obligations transfer to the new tenant.

Execution

Signature and witness provisions for all parties to execute the licence as a deed.

How to Create Your Licence to Assign

Follow these steps to create a licence to assign that formalises the landlord consent and protects all parties.

  1. 1

    Obtain landlord consent in principle

    The UK outgoing tenant should apply to the British landlord for consent to assign, providing details of the proposed incoming tenant including references and financial information. England and Wales landlords must respond within a reasonable time under the Landlord and Tenant Act 1988.

  2. 2

    Enter the lease and party details

    Provide the details of the existing lease or tenancy, the property address, and the full names and addresses of all three parties.

  3. 3

    Set the conditions of consent

    Specify any conditions the landlord requires, such as the incoming tenant providing a guarantor, paying outstanding arrears, or entering into an authorised guarantee agreement.

  4. 4

    Include the assignee covenants

    The UK incoming tenant must covenant directly with the British landlord to observe all terms of the lease from the date of assignment in England and Wales.

  5. 5

    Execute the licence

    All three UK parties should sign the licence as a deed with witnesses. Arrange for registration at the Land Registry if the British lease is registered in England and Wales.

Why Doxuno documents are different

Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.

Accurate

Country-specific legal content

Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.

Always current

Always current with the law

Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.

Free PDF

Print-ready PDF

Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.

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Editable Word (.docx)

Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

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Legal Considerations

The law governing assignments and landlord consent involves important statutory protections for both parties.

This template is for informational purposes only and does not constitute legal advice. Consult a qualified solicitor for advice specific to your situation.

Reviewed for England & Wales law

Landlord and Tenant Act 1927

Section 19 of the UK Landlord and Tenant Act 1927 provides that where a lease contains a covenant against assignment without consent, consent cannot be unreasonably withheld in England and Wales. The burden of proving that refusal is reasonable falls on the British landlord.

Landlord and Tenant (Covenants) Act 1995

For UK leases granted on or after 1 January 1996 (new tenancies), the outgoing British tenant is automatically released from liability on assignment under the Landlord and Tenant (Covenants) Act 1995 unless they enter into an authorised guarantee agreement. The UK landlord may require an AGA as a condition of consent in England and Wales.

Reasonable Conditions

The UK landlord may impose reasonable conditions on consent, such as requiring the incoming British tenant to provide satisfactory references, demonstrate financial standing, or pay the landlord reasonable legal costs. Unreasonable conditions may be challenged under English law.

Timing of Consent

The UK landlord must respond to a request for consent within a reasonable time. Under the UK Landlord and Tenant Act 1988, the British landlord owes a duty to the tenant to give consent within a reasonable time unless it is reasonable to refuse. Unreasonable delay may entitle the tenant to claim damages in England and Wales.

Frequently Asked Questions

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