Exchange is when buyer and seller sign a binding contract on the property. Completion is when funds move, title transfers, and the buyer takes economic control. Under the Law Society’s Standard Conditions of Sale (5th), risk typically passes to the buyer at exchange, so insurance should be in place from that point. This guide translates that legal moment into a practical, lender-ready playbook for buy-to-let investors navigating the stretch from exchange to completion.
This note covers the stretch from exchange to completion for buy-to-let deals in England and Wales, for both freehold and leasehold, single assets and portfolios, with or without mortgage finance. The moving pieces in that window are lender readiness, insurance, leasehold consents, tenancy compliance, and funds flow. Timings are practical, not statutory, and banking cut-offs drive the daily clock. If you master those five levers, you remove most completion-day surprises.
What changes at exchange and why it matters
At exchange, the deal becomes binding, and the economic risk shifts to the buyer. Consequently, buyers should bind insurance immediately and ensure policy terms match lender requirements. Because buyer risk starts before completion, do not treat insurance as an afterthought. Instead, obtain endorsements early and align named insureds, mortgagee clauses, and reinstatement values to avoid last-minute policy edits that can delay drawdown.
Who needs what: aligning incentives for a smooth close
Completion is a coordination problem more than a legal test. Understanding each party’s motivation keeps the timeline realistic and the communication crisp.
- Buyer priorities: Certainty on timing, clean transfer of tenancies and deposits, and precise cash positioning to avoid liquidity stress.
- Seller priorities: Funds on time to redeem its mortgage and release undertakings without reputational blowback.
- Lender priorities: Priority of charge, enforceable covenants, and comfort on property and tenancy eligibility. Funds do not release until every condition precedent is satisfied.
- Freeholder or agent: Fees, consents, and compliance evidence for leasehold assets. Their paperwork gates registration.
- Letting agent: Clear instructions on rent redirection, deposit handling, and handover to avoid operational breaks.
Timing windows and the gatekeepers that set them
There is no statutory minimum gap between exchange and completion. Practical ranges tend to be:
- Freehold with no chain: 5 to 10 working days.
- Leasehold or portfolios: 15 to 30 working days due to consents and lender conditions precedent.
The gatekeepers are lender readiness, leasehold consents, and cleared funds within CHAPS cut-offs. CHAPS settles on business days, usually by early evening, but many law firm client accounts have earlier internal cut-offs. Missing them can push completion and add default interest or administrative costs.
Stage 1: Immediately after exchange (T+0 to T+2)
- Bind insurance: Issue the certificate and, if required, note the lender’s interest. Send evidence to the lender’s solicitor if the policy was conditional on exchange.
- Lock the date: Confirm the completion date across parties, including bank cut-offs and lender fund release times in writing to reduce timing disputes.
- Issue checklists: Circulate the completion checklist and the lender condition tracker covering the signed mortgage deed, searches or search insurance, certificate of title, buildings insurance, KYC refresh, and undertakings.
- Start leasehold consents: File the managing agent or freeholder pack for the licence to assign, deed of covenant, certificate of compliance, buyer KYC or references, fees, and building safety documents. Ask for draft deed wording and fee schedules now.
- Transfer tenancies: Assemble ASTs and renewals, deposit certificates and prescribed information, gas safety, EICR, EPC, and Right to Rent evidence. Flag gaps for retentions or indemnities.
- Confirm SDLT: Agree the stamp duty approach, linked transaction aggregation, and any relief computations in advance to set cash requirements.
- Split tranches if needed: For portfolios with mixed readiness, agree tranches, a long-stop date, and partial completion mechanics.
Stage 2: Lender drawdown readiness (T+1 to T+10)
Lender readiness is binary. The solicitor issues a Certificate of Title only when Handbook items are satisfied. The frequent conditions precedent are predictable, so work them early.
- Certificates and opinions: Reliance on searches and title, plus capacity and authority opinions for corporate borrowers.
- Mortgage deed: Executed per lender policy, with wet ink if required, and correct plan attachments.
- Searches or insurance: Priority via OS1 or OS2, K16 bankruptcy, local land charges, and any insurer backstop where allowed.
- Buildings insurance: Reinstatement-value cover, index-linked, with lender interest noted. The policy must be effective from exchange or before drawdown per the offer.
- Tenancy diligence: AST terms, rent level, and deposit compliance must meet product rules. Mis-served deposits often require rectification or lender exceptions.
- Building safety: For relevant flats, supply evidence on leaseholder protections and EWS1 or equivalent where policy requires.
- Valuation conditions: Retentions tied to defects, certificates, or damp must be cleared or priced in before funds release.
Product fit matters too. If the loan is structured as interest-only mortgages, confirm rental coverage and any product-specific exclusions early to avoid late-stage underwriting surprises.
Stage 3: Leasehold completion gate (runs in parallel)
- Licence to assign: Obtain consent based on references and undertakings. Confirm the freeholder’s timeline and escalation path.
- Deed of covenant: Secure the prescribed form and pre-approve the execution version to cut drafting delays.
- Certificate of compliance: Identify whether it is issued pre or post-completion and the process to obtain it.
- Notices and fees: Pre-agree notice of transfer and charge fees and payment method.
- Service charge status: Validate arrears or prepayments, current budget, and any Section 20 consultation in flight.
- Building Safety Act evidence: Collate landlord or agent certificates, leaseholder deeds of certificate, and remediation status that lenders can rely on.
Stage 4: Pre-completion setup (T-3 to T-1)
- Completion statement: Buyer’s solicitor issues a detailed statement covering price, deposit credit, SDLT estimate, apportionments, lender and legal fees, and transfer charges, so the buyer sends the right balance.
- Discharge prep: Seller’s solicitor obtains redemption statements and drafts undertakings to discharge charges on receipt.
- Position funds: Buyer wires cleared equity by the day before completion, accounting for cut-offs and AML checks. Overseas funds may need more buffer for screening.
- Submit certificate of title: File within lender lead time, often five working days, and agree funds release date and account details.
- Keys protocol: Set the key release process with the agent, including seller authority, so access is not delayed.
- Utilities and insurance: Plan meter readings and shift insurance from exchange-stage to ownership-stage terms if different.
Stage 5: Completion day mechanics
- CHAPS transfer: Buyer’s solicitor sends funds by midday to meet cut-offs. If the contract sets a time, meet it to avoid default interest.
- Undertakings and title: On receipt, seller’s solicitor confirms completion, releases undertakings to discharge charges, and authorizes keys. In chains, expect staggered confirmations.
- Vacant vs let: For vacant, verify the property is empty and clear. For let, issue rent redirection letters and activate letting agent instructions.
- If late: The innocent party may serve a notice to complete with a 10 working day window at contractual interest. In chains, weigh enforcement against practical settlement.
Stages 6 and 7: Post-completion (Day 1 to 180)
- SDLT: File and pay within 14 days. For portfolios, reconcile linked transaction rules and any reliefs to avoid penalties and interest.
- Land Registry: File AP1 with TR1, discharges, charge, and compliance certificates. Respond promptly to requisitions to protect priority.
- Leasehold notices: Serve transfer and charge notices with fees and request any pending certificate of compliance.
- Tenant onboarding: Serve Section 3 and Section 48 notices and redirect rent. On receipt of deposits, re-protect within 30 days and re-serve prescribed information.
- Safety and MEES: Commission missing gas safety, EICR, and EPC. Meet minimum EPC E unless exempt; current policy does not mandate EPC C deadlines.
- Licensing and planning: Verify HMO or selective license requirements and submit applications where needed.
- Financial reporting: Update ledgers for apportionments, capitalized costs, SDLT, and finance fees. Set effective interest rate schedules and purchase accounting policies.
Flow of funds and documents
- Exchange: Signed contract with Standard Conditions and special conditions, deposit held as stakeholder unless stated, and insurance evidence if required. Reduced deposits are common in chains or high LTV deals.
- Pre-completion: Mortgage deed, certificate of title, redemption statements and undertakings, leasehold consents, and searches or priority searches.
- Completion: CHAPS evidence, mutual undertakings, key release, and any agreed variations recorded between solicitors.
- Post-completion: SDLT1, AP1, discharges, landlord or managing agent notices, deposit transfer and prescribed information, and tenant notices under Sections 3 and 48.
Economics, accounting, and taxes
Build a realistic fee stack and capital plan. It is cheaper than scrambling on completion day.
- SDLT and reliefs: Budget current bands plus the 3 percent additional property rate for second homes or buy-to-lets. Multiple dwellings relief applies only if criteria are met.
- Legal and lender fees: Include buyer and lender legal fees, panel or separate representation, and lender transfer or admin fees.
- Searches vs indemnity: Decide whether to run full searches or use search indemnity, balancing timing and coverage.
- Insurance premiums: Price building and, where applicable, loss of rent coverage per lender requirements.
- Leasehold fees: Add sales packs, licence to assign, deed of covenant, certificates, and notices. Challenge unreasonable amounts early or pre-agree seller contributions.
- Valuation and reinspections: Expect lender and valuation fees to be collected by solicitors on completion.
For SPV buyers, capitalize purchase price plus directly attributable costs and amortize finance costs using the effective interest method. Separate material leasehold improvements. For multi-unit acquisitions, consider componentization where useful lives diverge. For consolidators, assess control under IFRS 10; board control over the SPV usually determines consolidation even with lender rights. Align debt classification with covenant headroom and maturities.
Tax planning should start before exchange. File SDLT within 14 days, register non-resident landlords for gross rent receipts or accept agent withholding, and monitor corporate interest restrictions. For VAT, residential rents are generally exempt, but confirm any mixed-use or commercial elements.
Compliance hotspots and fast kill tests
Some issues derail completion disproportionally. Use these checks to rule out avoidable delay.
- Offer expiry: If completion slips beyond loan validity, the lender may require re-underwriting or repricing. Add buffer and fix rates early.
- Bank cut-offs: Late-day reliance is fragile. Pre-position equity and secure lender confirmation of release timing.
- Leasehold gating: Secure draft licence wording, deed forms, and fee schedules pre-exchange. Include a walk-away if consent is withheld unreasonably.
- Deposit compliance: If protection or prescribed information is missing, price for maximum exposure or hold a retention at completion.
- Building safety: If remediation liability may sit with leaseholders and protections are unclear, expect lender pushback.
- Tenancy anomalies: Non-ASTs, rent-to-rent, or security of tenure cases change the cash profile. Underwrite conservatively and document exceptions.
- Charge discharge: Rely on undertakings but chase e-DS1s promptly. Incomplete discharges delay your charge registration.
Roles and ownership across the close
- Buyer’s solicitor: Lender Handbook compliance, condition precedent tracker, certificate of title, funds flow, SDLT and AP1 filings, landlord or tenant notices, and requisitions.
- Seller’s solicitor: Redemption statements, undertakings, completion accounting, and key release authority.
- Lender’s solicitor: Mortgage deed, insurance confirmation, drawdown timing, and priority searches.
- Freeholder or agent: Licence, deed of covenant, certificate of compliance, notices, fees, and building safety papers.
- Letting agent: Rent redirection, deposit transfer, inventory and handover, and tenant communications.
- Insurer or broker: Bind at exchange, lender endorsements, and policy adjustments post-completion.
- Accountant or tax adviser: SDLT checks, accounting entries, interest deduction, and amortization schedules.
Variants and scheduling buffers that actually work
Same-day exchange and completion compresses risk into one moment and suits cash buyers or bridging on simple freeholds. For leaseholds or funded deals, the lack of buffer makes third-party consents the practical barrier. An SPV share purchase can avoid asset-level SDLT but introduces company-level warranties, tax exposures, and change-of-control reviews. The gating items reappear in different clothes, so diligence depth must increase.
Set realistic timetables upfront:
- Freehold, unlet, cash: 5 to 7 working days with pre-packaged insurance and searches.
- Freehold, let, financed: 10 to 15 working days for lender conditions and tenancy checks.
- Leasehold, let, financed: 15 to 30 working days, driven by consent and building safety paperwork.
- Mixed portfolios: Tranche 2 to 4 closings with 10 to 15 day spacing and pre-defined price adjustments for assets missing consent deadlines.
Completion day playbook you can copy
- Before 10:00: Confirm lender funds in client account, reconcile buyer equity, and re-run priority if searches are aging.
- 10:00 to 12:00: Send CHAPS, email remittance, and obtain receipt confirmation.
- 12:00 to 14:00: On confirmation, release keys, issue tenant notifications, activate agent, and record meters.
- 14:00 to 16:00: Exchange completion documents if not pre-executed and trigger post-completion filings.
Governance, archiving, and closeout
Set up a deal room with immutable copies of completion deliverables. Record certificates, CHAPS submission times, and seller receipts, and store SDLT and Land Registry receipts. For financed deals, archive the certificate of title and Handbook checklist because lenders will ask. After completion, archive everything with an index, versions, Q&A, user list, and audit logs. Hash the archive for integrity, apply a clear retention schedule, and, when retention ends, instruct vendor deletion and obtain a destruction certificate. Keep legal holds paramount over any deletion policy.
Key Takeaway
Between exchange and completion, risk concentrates and the clock runs faster than most investors expect. Two clocks really matter: your lender’s checklist sets your cadence, and the freeholder’s paper trail sets your buffer. Spend early on consents and deposit evidence, build slack around bank cut-offs, align insurance from exchange, and run a condition tracker that mirrors the lender’s standards, not your optimism. For clarity on purchase contracts, revisit your sale and purchase agreement and make sure special conditions reflect the real-world gates to completion.
Helpful links for further reading
To go deeper on specific issues mentioned above, see: