Obtain formal landlord consent for the assignment or subletting of a commercial lease in England and Wales. Our template covers AGA requirements, tenant covenants, assignee obligations, and all conditions required under the Landlord and Tenant Act 1988.
A Licence to Assign is a formal legal document by which a landlord grants written consent to a tenant to assign (transfer) or sublet their commercial lease to a third party. In England and Wales, the majority of commercial leases contain an alienation covenant that prohibits the tenant from assigning or subletting without the landlord's prior written consent. The licence serves as proof that such consent has been given and sets out the terms and conditions attached to it.
The licence typically involves three parties: the landlord (freeholder or superior leaseholder), the current tenant (assignor), and the proposed assignee or subtenant. It records the details of the existing lease, confirms the landlord's consent to the specific transaction, and imposes conditions such as an Authorised Guarantee Agreement (AGA), payment of the landlord's legal costs, and direct covenants from the incoming party. These conditions protect the landlord's position while enabling the tenant to transfer their interest lawfully.
Under the Landlord and Tenant Act 1988, where a lease requires consent to assign, the landlord has a statutory duty to give that consent within a reasonable time unless there are reasonable grounds to refuse. If consent is unreasonably withheld or delayed, the tenant may bring a claim for damages. A properly drafted licence to assign ensures all parties understand their obligations and provides a clear, enforceable framework for the transaction to proceed.
Doxuno's UK Licence to Assign template covers every element needed for a legally sound consent document under English law. Each section is customisable for both assignment and subletting transactions involving commercial premises.
Our template guides you through each section with clear prompts and helpful hints. Follow these five steps to produce a professional licence to assign that meets the requirements of English commercial property law.
The assignment and subletting of commercial leases in England and Wales is governed by a combination of statute and case law. Understanding the key legal provisions helps ensure your licence is effective and that all parties are properly protected.
Important: This template is provided for informational purposes and does not constitute legal advice. For high-value transactions or complex lease arrangements, consult a solicitor qualified to practise in England and Wales.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed solicitors in England and Wales to ensure accuracy and legal soundness for standard commercial lease assignment scenarios.
Section 19(1) of the Landlord and Tenant Act 1927 provides that where a lease contains a covenant against assignment without the landlord's consent, that consent shall not be unreasonably withheld. This statutory implied proviso applies automatically to qualified alienation covenants, even if the lease does not expressly say so. However, for leases granted on or after 1 January 1996, section 19(1A) allows the landlord and tenant to agree in advance on the circumstances in which consent may be withheld and the conditions that may be attached, without those being treated as unreasonable.
The 1988 Act imposes a statutory duty on the landlord to give consent within a reasonable time of a written application, or to serve written notice specifying the conditions attached to consent or the reasons for refusal. The burden of proof is on the landlord to show that consent was not unreasonably withheld or delayed. If the landlord breaches this duty, the tenant can claim damages in tort, which may include the costs of delay and any losses suffered as a result of the withheld or delayed consent.
For leases granted on or after 1 January 1996 (known as "new tenancies"), the LTA 1995 fundamentally changed the law on privity of contract. The outgoing tenant is automatically released from the lease covenants upon a lawful assignment, unless the landlord requires an Authorised Guarantee Agreement under section 16. The AGA means the outgoing tenant guarantees the immediate assignee's performance, but is released once that assignee in turn assigns the lease lawfully. This framework balances the landlord's need for security with the tenant's right not to be bound indefinitely.
An assignment of a lease may trigger SDLT obligations for the assignee, particularly where a premium is paid or where the remaining lease term and rent exceed the SDLT thresholds. For sublettings, the subtenant may be liable to SDLT on the grant of the underlease. Both parties should take tax advice to establish their SDLT position. The licence itself does not attract SDLT, but the underlying transaction of assignment or subletting may do so.
Create a professional Licence to Assign for your commercial lease. Our UK template covers AGA provisions, tenant and assignee covenants, and all the conditions required under the Landlord and Tenant Act 1988.
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