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Understanding the Roles of Executors and Trustees

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executor vs trustee

When someone makes a will, they place a great deal of trust in the people they appoint to carry out their wishes. Two of the most important roles in this process are those of executor and trustee. While they are often discussed together and frequently carried out by the same individuals, the responsibilities involved are quite different. Understanding what each role entails and the obligations that come with it can help you make informed decisions when planning your own estate or when you find yourself asked to take on either role.

What is an Executor?

An executor is the person (or persons) named in a will to administer the deceased’s estate. Their job is, in essence, to gather in the assets, settle any debts and liabilities, and distribute what remains to the beneficiaries. It is a role with a clear beginning and end. Once the estate has been fully wound up and all assets distributed, the executor’s duties come to a close.

The practical tasks involved can be wide-ranging. An executor will typically need to register the death, secure the deceased’s property, notify banks and other institutions, and arrange valuations of assets. They are responsible for calculating and paying any Income Tax and Inheritance Tax that may be due, and for applying to the Probate Registry for a Grant of Probate, which is the legal authority to deal with the estate. Throughout the process, the executor is accountable to all of the estate’s beneficiaries and creditors.

What is a Trustee?

A trustee, by contrast, takes on a longer-term responsibility. Where a will creates a trust, perhaps to look after assets for children until they reach a specified age, or to provide for a vulnerable family member, the trustee is the person charged with managing those assets on behalf of the beneficiaries. This can involve making investment decisions, protecting trust property, and distributing income or capital in accordance with the terms set out in the will.

Unlike the executor’s role, which is temporary, a trusteeship can last for years or even decades. The trustee is accountable to the specific beneficiaries of the trust and must always act in their best interests. Trusts also bring their own tax obligations. A trustee may need to register the trust with HMRC, complete annual self-assessment tax returns, and ensure the correct tax is paid on any income or gains the trust generates.

The Overlap: When Executors Become Trustees

It is very common for the same people to be appointed as both executors and trustees under the same Will. In practice, this means that once the main administration of the estate is complete, they shift from winding things up to managing assets for the longer term. The formal dividing line is the point at which the executor assents (or formally transfers) assets into the trust. From that moment, their legal duties change, even though the individuals remain the same.

This transition is not always straightforward. The skills and temperament needed to administer an estate efficiently are not necessarily the same as those required to manage investments and make distributions over many years. It is something worth thinking carefully about when choosing whom to appoint.

Who Can Be Appointed?

Anyone aged 18 or over can be appointed as an executor or trustee, and it is also possible to appoint a trust corporation. There is no strict upper limit on numbers, though for practical purposes most Wills appoint between two and four executors. For trusts, there is an important legal requirement to bear in mind: a minimum of two trustees (or a trust corporation) is needed to give a valid receipt for the proceeds of sale of land. This means that if a trust holds property, having a sole trustee can create real difficulties.

When deciding whom to appoint, it is worth considering whether the person is willing and able to take on the role, whether they are likely to be available when the time comes, and whether they have the skills or experience to manage what may be a complex set of responsibilities. Choosing someone younger than the person making the Will is a sensible precaution, as is having a frank conversation with the proposed appointee before finalising your Will.

Both executors and trustees are subject to legal duties that carry real weight. They must act with reasonable care and skill, avoid conflicts of interest, keep proper records, and act impartially between beneficiaries. The principal legislation governing these roles includes the Administration of Estates Act 1925 and the Trustee Act 2000, which sets out the standard of care expected and provides certain default powers of investment.

Crucially, both executors and trustees can be held personally liable if they fail to carry out their duties properly. If an executor distributes assets without first settling debts, or a trustee makes a poor investment decision without taking proper advice, they could find themselves personally responsible for any resulting loss. This is not a theoretical risk. Beneficiaries have the right to challenge the actions of executors and trustees, and in serious cases the court can remove them from their role.

Conflicts of Interest

It is not unusual for an executor or trustee also to be a beneficiary of the estate or trust. While this is perfectly lawful, it does create the potential for conflicts of interest. A trustee who is also a beneficiary must be especially careful to act in the interests of all beneficiaries, not just themselves. Where significant conflicts arise, it may be prudent to seek independent legal advice or to consider appointing an independent trustee alongside family members.

Payment and Expenses

Lay executors and trustees, meaning those who are not professionals, are generally not entitled to payment for their time. They can, however, reclaim reasonable expenses incurred in carrying out their duties, such as travel costs and postage. Professional executors and trustees, including solicitors and trust companies, are entitled to charge for their services, and any such charging provision is usually set out in the Will itself. If it is not, the Trustee Act 2000 provides a statutory basis for professional charging in certain circumstances.

What if an Executor or Trustee Cannot or Will Not Act?

Life does not always go to plan, and there are times when a named executor may not wish to take on the role. Provided they have not already started to deal with the estate (known as “intermeddling”), an executor can formally renounce their appointment. Once they have begun to act, however, renouncing becomes more difficult and may require a court order.

For trustees, the position is slightly different. A trustee can retire from their role under the provisions of the Trustee Act 1925, provided that after their retirement there will still be at least two trustees or a trust corporation in place. Where there is a dispute or concern about the conduct of an executor or trustee, beneficiaries can apply to the court for their removal and replacement.

What Happens if No Executor is Named?

If a will does not name an executor, or the named executor is unable or unwilling to act, the court can appoint an administrator to deal with the estate. Similarly, where someone dies without leaving a will at all (known as dying intestate), the rules of intestacy determine both who inherits and who has the right to apply for a Grant of Letters of Administration. The duties of an administrator are broadly similar to those of an executor, though the process of appointment is different. Citizens Advice provides a helpful overview of how intestacy works in practice.

Getting It Right

The roles of executor and trustee carry significant responsibility, and the choices you make in your will can have lasting consequences for your family. Taking the time to think carefully about whom you appoint, and discussing your plans with them in advance, can save a great deal of difficulty later on.If your estate involves significant assets, property, trusts for children or vulnerable family members, or any degree of complexity, it is well worth getting in touch with your solicitor to talk things through. A solicitor experienced in wills and estate planning can help you to structure your will so that the right people are in place, with the right powers, to carry out your wishes effectively. 

About the Author

James McMullan is a Partner and also heads up our Private Client team. James started his career as a family lawyer, but over the years, his practice has grown to encompass all aspects of private client law, including estate planning, Inheritance Tax, lasting powers of attorney, lifetime gifts, living wills, mental capacity issues, probate and contentious probate, trusts and, of course, wills.

James prides himself on spending sufficient time with clients at the outset of a matter to fully understand their position, needs, and objectives. He is committed to resolving disputes effectively, frequently using alternative dispute resolution (ADR). Given its costs and uncertainty, court litigation is a last resort.

Assigning or Subletting a Commercial Lease: What Tenants Need to Know

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For many commercial tenants, a lease that once suited the business can become a burden. Changes in trading conditions, growth, downsizing, or a move toward hybrid working often prompt tenants to seek ways to terminate a lease early or reduce ongoing costs. Two common options are to assign the lease or to sublet the premises. While these routes can be effective, both carry legal and financial risks that tenants should understand before proceeding.

This article explains the key differences between assignment and subletting, outlines the legal framework in England and Wales, and highlights the practical issues tenants should consider before taking action.

Assignment and Subletting: The Key Differences

Although assignment and subletting both involve transferring occupation of the premises, they operate in very different ways.

An assignment involves transferring the tenant’s entire interest in the lease to a new tenant, known as the assignee. The assignee steps into the tenant’s place and pays rent directly to the landlord. In theory, this is a permanent exit from the lease, although ongoing liability often remains.

A sublet occurs when a tenant grants a sublease to a third party while remaining the tenant under the original lease. The original tenant becomes the head tenant and is, in effect, a landlord to the subtenant. Rent from the subtenant is paid to the head tenant, who must continue paying rent to the landlord regardless of whether the subtenant pays.

The distinction matters because liability usually continues in different ways, particularly where authorised guarantee agreements or subtenant defaults are involved.

Most modern commercial leases restrict assignment and subletting without the landlord’s prior written consent. Where a lease contains no alienation provisions at all, a tenant may generally assign or sublet without needing consent. In practice, however, genuinely silent leases are now uncommon, and tenants should not assume freedom to transfer without first checking the lease terms carefully.

Under statute, a landlord must not unreasonably withhold consent where the lease allows assignment or subletting with consent. In addition, the landlord has a duty to process the tenant’s application within a reasonable time and to provide reasons if consent is refused.

There is no fixed statutory deadline for responding. What is reasonable depends on the circumstances, including the transaction’s complexity and whether the tenant has provided all relevant information. Delays often occur because applications are incomplete, which can significantly weaken a tenant’s position if a dispute arises.

What Information Landlords Typically Require

Landlords are entitled to satisfy themselves that the proposed assignee or subtenant is suitable. In practice, this usually involves detailed financial and commercial scrutiny.

Tenants should expect requests for:

  • Recent accounts, often covering up to three years where available
  • Bank or accountant references
  • Details of the proposed use of the premises
  • Business plans or trading forecasts for new ventures
  • Information about guarantors or rent deposits

Failure to provide adequate information promptly is one of the most common reasons consent is delayed or refused.

Assignment and Ongoing Liability

A common misconception is that an assignment always results in a clean break for the outgoing tenant. For leases granted since 1996 (following the enactment of the Landlord and Tenant (Covenants) Act 1995), the statutory starting point is that an assigning tenant is released from future tenant covenants on a lawful assignment. In practice, however, landlords frequently require the outgoing tenant to enter into an authorised guarantee agreement, known as an AGA, as a condition of consent.

An AGA means the outgoing tenant guarantees the assignee’s performance of the lease, typically until the lease is next assigned. If the assignee defaults, the landlord can pursue the original tenant for the resulting losses.

In limited circumstances, tenants may be able to negotiate a full release from ongoing liability, usually where the assignee has a significantly stronger covenant. However, this remains the exception rather than the rule and should not be assumed when planning an exit from the lease.

Subletting and Continuing Responsibility

Subletting carries a different set of risks. The head tenant remains fully responsible to the landlord for all lease obligations, including rent, service charge, repairs, and compliance with user clauses.

If the subtenant fails to pay rent or breaches the sublease, the landlord will still look to the head tenant. The head tenant must then pursue the subtenant separately, often at additional cost and risk.

Tenants should also be aware that many leases prohibit subletting of part of the premises or permit subletting only of the whole premises. Partial subletting, such as one floor of a building, is often restricted and should not be assumed to be permitted.

Security of Tenure and Contracting Out

Where premises are sublet, landlords often insist that the sublease is excluded from the security of tenure provisions of the Landlord and Tenant Act 1954. This means the subtenant has no automatic right to renew the lease at the end of the term.

Contracting out must be carried out correctly and in accordance with the prescribed statutory process to be effective. If this is done improperly, the subtenant may acquire renewal rights unexpectedly, creating significant issues for both the landlord and the head tenant.

Costs and Professional Fees

Most leases require the tenant to pay the landlord’s reasonable legal and administrative costs associated with an application for consent. These costs are usually payable regardless of whether consent is ultimately granted, provided the lease permits this.

In practice, fees typically range from several hundred to several thousand pounds, plus VAT, depending on the transaction’s complexity and any required negotiations. Tenants should factor these costs in from the outset.

Market Considerations in 2026

While the legal framework has remained stable, commercial pressures continue to influence how assignment and subletting are used.

Subletting has become increasingly common as businesses seek to reduce surplus space. In some locations, tenants may even be able to sublet at a higher rent than they pay under their own lease. However, many leases restrict this by requiring any excess rent to be shared with the landlord or by prohibiting profit altogether.

Tenants should also be mindful that modern occupiers often have specific requirements around energy efficiency, building systems, and fit-out. These expectations can affect a space’s marketability and the likelihood of landlord consent.

Common Pitfalls to Watch For

Before proceeding, tenants should pay close attention to the following issues:

  • Alienation clauses: These vary significantly between leases and often contain detailed conditions that must be satisfied.
  • Rent arrears: Landlords can usually refuse consent if the principal rent or other sums are outstanding.
  • Break clauses: Some break options are lost on assignment or only operate if the tenant remains in occupation.
  • Forfeiture risk: If the headlease is forfeited, a sublease may fall away, leaving the subtenant without rights and the head tenant exposed to claims.
  • Existing security: Guarantees and rent deposits often continue after assignment or subletting unless expressly released.

Getting It Right

Assigning or subletting a commercial lease can be an effective way to manage risk and reduce costs, but it is rarely straightforward. The detail of the lease, the quality of the incoming party, and the approach taken to landlord consent all play critical roles.

Tenants considering either option should review their lease carefully and take legal advice at an early stage. Doing so can help avoid delays, unexpected liabilities, and costly disputes and ensure the chosen route genuinely achieves the intended commercial outcome.

About the author

Brinda Granthrai joined RIAA Barker Gillette (UK)’s commercial real estate team in May 2025. She brings over 15 years of experience advising high-net-worth individuals, private companies and international investors on complex real estate transactions. She works closely with the team to deliver commercially focused, pragmatic solutions across the full property lifecycle.

Completion and post-completion steps in a sale: Final steps for sellers

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In a corporate sale, the final stages of the transaction, completion and post-completion, are where the deal is formally executed, and the Buyer assumes ownership of the target company or the assets. These stages involve a series of legal, administrative, and regulatory steps that ensure the transaction is properly concluded and recorded.

Two key stages of completion

1. Exchange

Exchange is the point at which the parties legally commit to the transaction by signing and dating the SPA or APA. At this stage, other key documents such as the Disclosure Letter, Tax Covenant (if separate), and any other ancillary agreements are also signed and delivered.

Exchange binds the parties to proceed with the transaction, subject to any conditions set out in the SPA or APA.

2. Completion

Completion is the moment the transaction is finalised. The obligations of both parties are performed, typically including:

  • The Seller is delivering a duly executed stock transfer form or any required form of transfer of title to the assets.
  • The Buyer pays the agreed purchase price to the seller.

In many transactions, exchange and completion occur simultaneously to minimise risk. However, in more complex deals, a split exchange and completion may be necessary, usually because certain conditions must be satisfied before completion can take place.

Typical conditions precedent include:

  • Regulatory or third-party consents
  • Tax clearances
  • Internal approvals

The SPA or APA will clearly outline these conditions and the period for satisfying them.

Post-completion steps

Once completion has occurred, the Buyer becomes the legal owner of the shares or assets, and the Seller receives the purchase price. However, several important administrative steps must be followed to ensure the transaction is properly recorded and compliant.

1. Stamp duty

Stamp duty is payable on the transfer of shares where the consideration exceeds £1,000. The current rate is 0.5% of the purchase price, rounded to the nearest £5.

For example:

  • If the sale price is £1,234,567, the stamp duty due would total £6,175.0. 

The Buyer must:

  • Pay stamp duty to HMRC.
  • Obtain confirmation of payment
  • Submit the stamped transfer form and share certificate to the target company for registration.

Stamp duty must be paid within 30 days of completion, though it is best practice to do so immediately.

2. Tax implications of selling assets

There will be different tax implications depending on the type of asset being transferred. It is important that an accountant is consulted to ensure the correct level of tax is paid per asset. 

3. Assignments and novation of contracts with customers and suppliers 

As is likely, the parties will need to notify customers and suppliers of the change of ownership of the business and ensure that any notification complies with any APA provisions regulating confidential information and announcements.

4. Company registers and share certificates

The target company must update its statutory registers:

  • Register of members: Reflect the transfer of shares from Seller to Buyer
  • PSC register: Update within 14 days if maintained internally or via Companies House
  • Register of directors and secretaries: Record any resignations or appointments
  • Consideration shares: If the Buyer issues shares as part of the consideration, it must:
    • Register the allotment
    • Issue share certificates to the Seller
  • Share certificates: Cancel the Seller’s certificates and issue new ones to the Buyer within two months of lodging the stamped transfer

5. Companies house filings

Several filings may be required post-completion, including:

  • AD01 – Change of registered office
  • AP01 / AP02 – Appointment of directors
  • TM01 / TM02 – Termination of directors or secretaries
  • SH01 – Return of allotment of shares 
  • Resolutions – File any ordinary or special resolutions related to share allotment within 15 days

4. Announcements

While not always necessary, parties may issue press releases or internal announcements to communicate the transaction to stakeholders, customers, or the public.

5. Completion accounts (if applicable)

If the SPA includes a completion accounts mechanism, the parties must:

  • Prepare and review the accounts within the agreed timeframe
  • Resolve any disputes
  • Make any adjusting payments as required

This ensures the final purchase price reflects the actual financial position of the target at completion.

Conclusion

Selling or acquiring a company is a complex process that culminates in the completion and post-completion stages. These steps are essential to legally transfer ownership, settle financial obligations, and update corporate records.

By understanding and properly managing these final stages and engaging experienced legal and financial advisers, parties can ensure a smooth transition, mitigate risks, and achieve a successful outcome. Sellers should work closely with their advisers to manage these steps efficiently, avoid delays, and ensure a clean and compliant transfer of ownership.

How can we help?

The final stages of a sale involve multiple moving parts and strict administrative requirements. We support clients through exchange, completion and post-completion steps, including execution logistics, Companies House filings, statutory registers and coordinating with accountants on tax and financial mechanics. This helps ensure the deal is properly concluded, compliant and recorded without unnecessary delay. Speak to our head of corporate and commercial, Victoria Holland, today.

About the author

Zarenna Porter is a solicitor in the Corporate and Commercial department. Her work spans a wide range of corporate and commercial matters, including acquisitions and disposals, share buybacks, company reorganisations and the drafting and negotiation of commercial contracts and agreements. She has supported businesses operating across different sectors, tailoring her advice to suit the distinct needs of both sole traders and larger corporate entities.

How to protect your brand: A beginner’s guide

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Your brand is one of your business’s most valuable assets. Whether you are a start-up, a growing SME, or an established company refreshing your identity, protecting your brand early can prevent costly disputes and confusion later. This guide explains the basics of brand protection in England and Wales, focusing on trademarks, what can and cannot be protected, and the practical steps businesses should take from the outset.

What do we mean by “your brand”?

A brand is more than a company name. It can include your trading name, logo, slogan, and sometimes distinctive colours or sounds that customers associate with your business. These elements distinguish you from competitors and help customers recognise and trust what you offer.

While branding is often seen as a marketing issue, brand protection is a legal matter. Without the right protection in place, another business may be able to use a similar name or logo, potentially damaging your reputation or diverting customers away from you.

Trademarks and why they matter

In England and Wales, the primary way to protect a brand is to register a trademark with the Intellectual Property Office (IPO). A registered trademark grants you exclusive rights to use that mark in relation to specific goods or services.

A UK trademark registration lasts for ten years and can be renewed indefinitely. Once registered, it allows you to take legal action against others who use identical or confusingly similar marks and gives you the right to use the ® symbol. This alone can act as a strong deterrent to potential infringers.

It is worth noting that registering a company name with Companies House does not confer trademark protection. Company and trademark registrations are separate processes with distinct legal effects.

The key steps to protecting your brand

Before settling on a brand name or logo, it is prudent to check the IPO database for existing trademarks. This helps identify whether someone else already owns a similar mark and reduces the risk of infringing another business’s rights.

You will also need to identify which classes of goods or services your brand relates to. Trademarks are registered in specific classes, and protection applies only to those selected. Choosing the right classes is critical; selecting too few can leave gaps in protection, while selecting too many can unnecessarily increase costs.

Once these steps are complete, an application can be submitted to the IPO to register the trademark. If there are no objections, the mark will proceed to registration.

Alongside trademark registration, many businesses also secure relevant domain names and social media handles early, even if they do not plan to use them immediately. This can help prevent “cybersquatting” and maintain consistency across platforms.

What you can and cannot protect

Trademarks can protect brand names, logos, slogans, and, in some cases, non-traditional elements such as colours or sounds, provided they are distinctive and capable of identifying your business.

However, trademarks do not protect general business ideas, descriptive terms, or generic names. They also do not automatically confer rights outside the UK. A UK trademark protects your brand only in England, Wales, Scotland and Northern Ireland. Separate protection is required for international markets.

Enforcement and keeping your brand safe

Registering a trademark makes enforcement significantly easier, but it does not police itself. Businesses should monitor competitors and the broader market and act promptly if they become aware of potentially infringing use.

It is also prudent to keep new brand names confidential until protection is in place. Publicly disclosing a brand before registration can make it easier for others to copy or challenge it.

When to speak to a solicitor

If you are investing in a new brand, expanding into new markets, or facing a potential dispute, seeking early legal advice is strongly recommended. A solicitor can help you assess risks, structure registrations properly, and address enforcement issues if they arise. Seeking advice at the outset is often far more cost-effective than trying to fix problems after a conflict has developed.

About the author

Peter Moody joined RIAA Barker Gillette (UK) LLP in February 2026 as a Corporate and Commercial Consultant. He advises UK and international clients across the hospitality, leisure and arts sectors on corporate, commercial and intellectual property matters.

Known for his pragmatic, risk focused approach, Peter provides commercially driven, discreet and solution oriented advice on transactions, operational matters and alternative dispute resolution.

Inheritance Act claims and letters of wishes: Managing risk in estate planning

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Even a carefully drafted will does not always bring matters to an end. The Inheritance (Provision for Family and Dependants) Act 1975 allows certain people to apply to the court for financial provision if a will or the intestacy rules fail to make reasonable provision for them. One practical way to reduce the risk of disputes is to use a well-thought-out Letter of Wishes. This article explains how the 1975 Act works, who can bring a claim, and how Letters of Wishes can help provide clarity and context after death.

When a will is not the end of the story

Many people assume that once a valid will is in place, their estate will be distributed exactly as they intended. In reality, that is not always the case. UK law recognises that strict adherence to a will can sometimes produce unfair outcomes, particularly where someone was financially dependent on the deceased or where family circumstances are complex.

The Inheritance (Provision for Family and Dependants) Act 1975 addresses this. It allows the court to step in and adjust how an estate is distributed in certain circumstances. Understanding how the Act operates and how tools such as Letters of Wishes fit into estate planning can help reduce uncertainty and the risk of disputes.

What is the Inheritance (Provision for Family and Dependants) Act 1975?

The 1975 Act applies in England and Wales. It allows eligible individuals to apply to the court for financial provision from an estate if the will, or the intestacy rules, fail to make “reasonable financial provision” for them.

Importantly, the Act can apply whether or not the deceased left a will. This means that even a professionally prepared Will can still be challenged if someone falls within a qualifying category and can demonstrate that reasonable provision has not been made.

Who can make a claim and on what basis?

Not everyone can challenge a will under the 1975 Act. The right to apply is limited to specific categories of people, including spouses, civil partners, former spouses or civil partners who have not remarried, long-term cohabitants, children, those treated as children of the family, and people who were being financially maintained by the deceased.

The court also distinguishes between different types of claimants. A surviving spouse or civil partner can ask for provision that is reasonable in all the circumstances, whereas other applicants are limited to what is reasonable for their maintenance.

Time limits and practical risks for estates

One of the most critical practical points under the 1975 Act is timing. Claims must usually be issued within six months of the Grant of Probate or Letters of Administration being issued. While the court does have discretion to allow late claims, this should never be relied upon.

This time limit creates risk for executors and beneficiaries alike. Executors who distribute an estate too quickly may expose themselves to personal liability, while beneficiaries may face uncertainty if a claim is intimated late in the process.

What is a Letter of Wishes?

A Letter of Wishes is a separate, informal document that sits alongside a will. Unlike a will, it is not legally binding. Instead, it explains the rationale for certain decisions and provides guidance to executors or trustees on how to exercise discretion.

Because a Letter of Wishes does not have to meet the strict formalities of a will, it can be updated more easily. It can include personal or sensitive explanations that a testator may not wish to include in the will itself.

How Letters of Wishes can help in Inheritance Act claims

Although a Letter of Wishes cannot prevent someone from bringing a claim under the 1975 Act, it can still be highly influential. Courts often seek to understand why a testator made particular choices, especially when a close family member has been excluded or left a smaller share.

A well-drafted Letter of Wishes can demonstrate that potential claimants were considered, explain the background to family relationships, and show that decisions were deliberate rather than accidental or unfair. This context can be critical in blended families or where financial provision has already been made during the testator’s lifetime.

What a Letter of Wishes should, and should not, include

For a Letter of Wishes to be effective, it needs to be clear, specific and kept up to date. It should explain decisions calmly and rationally, address any foreseeable disputes, and reflect the testator’s circumstances at the time it was written.

What it should not do is attempt to rewrite the will, make unrealistic demands, or include inflammatory language. An outdated or poorly drafted Letter of Wishes can sometimes do more harm than good.

Limitations and common misunderstandings

It is important to be clear about what Letters of Wishes can and cannot achieve. They do not override a will, they do not bind the court, and they cannot block a claim under the 1975 Act. They are a supporting tool, not a substitute for proper estate planning.

Relying on informal documents alone, without considering the legal risks created by family circumstances or financial dependency, can leave estates exposed to challenge.

Final thoughts: planning for people, not just assets

Estate planning is about more than deciding who gets what. It is about recognising relationships, managing expectations, and reducing the risk of conflict after death. Understanding how the Inheritance (Provision for Family and Dependants) Act 1975 works, and using tools such as Letters of Wishes thoughtfully, can help bring clarity and reassurance for everyone involved.

Regularly reviewing wills and supporting documents as circumstances change remains one of the most effective ways to avoid disputes and protect those you care about.

About the Author

James McMullan is a Partner and also heads up our Private Client team. James started his career as a family lawyer, but over the years, his practice has grown to encompass all aspects of private client law, including estate planning, Inheritance Tax, lasting powers of attorney, lifetime gifts, living wills, mental capacity issues, probate and contentious probate, trusts and, of course, wills.

James prides himself on spending sufficient time with clients at the outset of a matter to fully understand their position, needs, and objectives. He is committed to resolving disputes effectively, frequently using alternative dispute resolution (ADR). Given its costs and uncertainty, court litigation is a last resort.

Transactional documents in a corporate sale: What sellers should know

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Once the majority of the due diligence process has been completed to the satisfaction of both parties and there is mutual agreement to proceed, the focus shifts to the preparation and negotiation of the transactional documents. These documents form the legal backbone of the deal and are essential to ensure the transaction is properly executed and that both parties are protected.

Key Transactional Documents

The primary documents for a share sale is the Share Purchase Agreement (SPA) and for an asset sale an Asset Purchase Agreement (APA), typically drafted by the Buyer’s legal advisers. However, the SPA or APA rarely stands alone, and it is accompanied by several ancillary documents, each serving a specific purpose in the transaction.

1. Share Purchase Agreement

The SPA is the central contract that governs the sale and purchase of shares. Its main functions include:

  • Recording the commercial terms of the transaction (e.g. price, payment structure, completion date)
  • Setting out conditions precedent to completion (e.g. regulatory approvals, financing)
  • Detailing representations and warranties made by the Seller about the target company.
  • Including restrictive covenants, such as non-compete clauses, to protect the Buyer post-completion.

The SPA is heavily negotiated, with each party seeking to protect its interests and achieve the best commercial outcome.

2. Asset Purchase Agreement 

The APA, like the SPA, is the central contract that governs the sale and purchase of assets. Key provisions include: 

  • Recording the specific assets (or liabilities) to be transferred
  • Detailing the consideration, whether it is a combination of cash, shares or loan notes and the timing of payment of the consideration. 
  • Practical mechanics of how the assets are to be transferred, whether by formal transfer, assignment, or delivery

3. Disclosure Letter 

Prepared by the Seller’s legal advisers, the Disclosure Letter is a critical document that qualifies the warranties given in the SPA or APA. It contains:

  • General disclosures (e.g. public records, known facts)
  • Specific disclosures against individual warranties

The purpose of the disclosure letter is to limit the Seller’s liability. If a warranty is found to be untrue but has been properly disclosed, the Buyer may not be able to claim for breach of warranty.

3. Tax Covenant

If not included within the SPA, a separate Tax Covenant may be drafted to allocate responsibility for pre-completion tax liabilities. This is particularly important in deals involving complex tax structures or international elements.

4. Stock Transfer Form(s)

Contrary to common belief, the SPA does not transfer legal title to the shares. The Seller must deliver a duly completed and executed stock transfer form for the target shares. The transfer must then be approved and registered by the target company’s board post-completion.

5. Other ancillary documents

The transfer of ownership of an asset is dependent on the type of asset it is. For example, this could include property transfers or lease assignments, assignments or novations of contracts, and assignments of IP. 

In addition, certain assets that are being sold may be subject to third-party security, such as a debenture, and this will need to be released so that the asset can be transferred. 

6. Security Documents (if applicable)

Where part of the consideration is deferred, or there is a split between exchange and completion, or the buyer wants security for breach of warranty, security documents may be required to protect the party seeking the security. These can include:

  • Debentures over the target company’s assets
  • Charges over shares of both the Buyer and the target company
  • Personal guarantees from the Buyer, the Seller or its directors

Negotiation and Execution

Each document is reviewed and negotiated by the parties and their advisers. Amendments are made to reflect commercial agreements, manage risk, and ensure legal compliance. Once all documents are finalised, the parties proceed to sign and complete the transaction.

Transactional documents are more than just formalities; they are the legal instruments that bring a sale to life. Understanding their purpose and implications is essential for both Buyers and Sellers. With careful drafting and negotiation, these documents help ensure a smooth transaction and protect the interests of all parties involved.

How can we help?

Clear transactional documentation is essential to achieving a clean sale and avoiding disputes later. We guide clients through the negotiation of the SPA or APA and all related documents, including disclosure and tax provisions, transfer mechanics and any required consents. We focus on getting the details right while keeping the process pragmatic and commercially driven. Speak to our head of corporate and commercial, Victoria Holland, today.

About the author

Zarenna Porter is a solicitor in the Corporate and Commercial department. Her work spans a wide range of corporate and commercial matters, including acquisitions and disposals, share buybacks, company reorganisations and the drafting and negotiation of commercial contracts and agreements. She has supported businesses operating across different sectors, tailoring her advice to suit the distinct needs of both sole traders and larger corporate entities.

Planning for the future: What to include in a UK shareholders’ agreement

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UK shareholders’ agreement

A shareholders’ agreement is one of those documents that often feels unnecessary at the outset, when everyone involved is aligned and optimistic about the future. In practice, it can be one of the most important documents a company ever puts in place. A well-drafted agreement sets clear ground rules for how the company is run, how decisions are made, and what happens when circumstances change.

This article examines the key provisions typically included in a UK shareholders’ agreement and explains why they matter.

The role of a shareholders’ agreement

A shareholders’ agreement is a private contract between some or all of a company’s shareholders. It sits alongside the company’s Articles of Association and addresses matters that are often too detailed, too commercial, or too sensitive to include in the Articles. Its purpose is to provide clarity, manage expectations, and reduce the scope for disputes as the business grows or changes.

Company management and governance

Most agreements begin by addressing how the company is managed and how key decisions are made.

Decision-making provisions typically distinguish between matters the board can handle and those that require shareholder approval. Reserved matters often include issuing new shares, selling major assets, borrowing above agreed limits, or changing the nature of the business. It is common for these decisions to require a higher voting threshold, such as a supermajority, rather than a simple majority.

The agreement will also set out how directors are appointed and removed, whether particular shareholders are entitled to nominate a director, and how board seats are allocated. It will often cover director remuneration, service contracts, and decision-making at board level to ensure transparency and consistency.

Share ownership and transfer of shares

Rules governing share ownership and transfers are at the heart of most shareholders’ agreements.

Restrictions on transfers are used to prevent shares from being sold to third parties without the consent of the existing shareholders. Pre-emption rights are fundamental, giving existing shareholders the first opportunity to purchase shares offered for sale or newly issued, helping to prevent unwanted dilution or changes in control.

Drag-along and tag-along rights are also common. Drag-along provisions allow the majority shareholders to compel minority shareholders to sell their shares on the same terms as the company’s sale. Tag-along rights protect minority shareholders by enabling them to join a sale and exit on equivalent terms.

Leaver provisions address what happens when a shareholder leaves the business due to resignation, retirement, death, illness, or insolvency. These clauses often distinguish between good leavers and bad leavers, with different valuation outcomes depending on the circumstances. Closely linked to this are valuation mechanisms, which set out how shares will be valued in various scenarios, helping to avoid disputes at a difficult time.

Financial arrangements

Financial provisions help ensure that everyone understands how the company will be funded and how returns are distributed.

Funding clauses set out how additional capital will be raised, whether shareholders are obliged to contribute, and what happens if someone cannot or will not do so. Dividend policy provisions specify when profits may be distributed and whether profits are likely to be retained for growth.

In some companies, particularly those with external investment, liquidation preference clauses may be included. These clauses determine who is paid first and in what order if the company is sold or wound up.

Protecting shareholders

A shareholders’ agreement often includes specific protections for minority shareholders. These may include veto rights over certain key decisions, enhanced voting rights, or additional consent requirements to prevent unfair prejudice.

Information rights are another essential protection. These provisions ensure that shareholders receive regular financial information, management accounts, and updates on the company’s performance, even if they are not involved in day-to-day management.

Restrictive covenants

Restrictive covenants are designed to protect the business if a shareholder becomes involved with a competing venture. Non-compete and non-solicit clauses may apply during a shareholder’s ownership and for a defined period after the shareholder exits. These clauses must be carefully drafted to ensure they are reasonable and enforceable under UK law.

Dealing with disputes and deadlock

Even with the best intentions, disagreements can arise. Deadlock provisions are critical when shareholdings are evenly split. These clauses set out mechanisms for resolving impasses, such as escalation procedures, mediation, or structured buy-out options.

Many agreements include alternative dispute resolution clauses that require mediation or arbitration before court proceedings can begin. This can save time, reduce costs, and prevent damage to business relationships.

Why taking the time matters

A well-structured shareholders’ agreement can prevent disputes before they arise, protect investments, and provide a clear framework for addressing exits and unexpected events. It allows shareholders to agree the rules of engagement while relationships are strong, rather than trying to resolve issues in the heat of a dispute.

Because every business and shareholder group is different, shareholders’ agreements should be tailored to the specific company and its objectives. Anyone considering putting one in place or reviewing an existing agreement should consult their solicitor to ensure the document accurately reflects their interests and is consistent with the company’s Articles of Association.

Understanding Court of Protection applications in England and Wales

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Court of Protection

When someone can no longer make decisions for themselves and has not put a Lasting Power of Attorney in place, the Court of Protection can step in. Applications to the Court of Protection allow decisions to be made about a person’s finances, property, health or welfare, either on an ongoing basis through a deputyship or for a specific, one-off issue. This article explains what the Court of Protection does, when an application may be needed, and what the application process entails.

What is the Court of Protection?

The Court of Protection is a specialist court in England and Wales. It makes decisions for adults aged 16 and over who lack the mental capacity to make certain decisions for themselves. Mental capacity is assessed in accordance with the Mental Capacity Act 2005, which sets out the legal framework for decision-making on behalf of vulnerable adults.

The Court’s role is not to take control unnecessarily, but to ensure that decisions are made lawfully, proportionately, and in the individual’s best interests. The person at the centre of proceedings is referred to as “P” in court documents.

When might an application be necessary?

An application to the Court of Protection is usually a last resort. In many cases, it can be avoided if the individual made a valid Lasting Power of Attorney while they still had capacity. Where no such arrangements exist, the Court can step in to provide authority and clarity.

Applications are commonly made where decisions are required about:

  • Mental capacity, for example, where there is disagreement about whether P can make a particular decision.
  • Property and financial affairs, such as managing bank accounts, paying bills, or selling a property.
  • Health and welfare, although these deputyships are less common and usually limited to specific circumstances.
  • One-off decisions, including statutory wills, large gifts, or authority to complete a particular transaction.
  • Urgent or emergency situations, such as time-sensitive medical treatment or safeguarding concerns.
  • Disputes, where family members or professionals cannot agree on what is in P’s best interests.

Who can apply to the Court of Protection?

Anyone aged 18 or older can apply to be a deputy, although most applicants are close family members or trusted friends. In some cases, particularly where finances are complex or there are disputes, a professional deputy, such as a solicitor, may be appointed.

Whoever applies must be suitable for the role and willing to take on the responsibilities that come with acting under the Court’s authority.

The application process explained

Applying to the Court of Protection involves several formal stages and can take several months from start to finish.

Preparing the application

The application begins with completing the relevant court forms. These usually include:

  • COP1, the main application form.
  • COP3, a capacity assessment completed by a medical professional or other suitably qualified person.
  • COP4, the deputy’s declaration, confirming their understanding of the role and duties.

For property and financial affairs applications, additional financial information is required using COP1A, which details P’s assets, income, and liabilities.

Submitting the application and paying the fee

Once the forms are completed, they are submitted to the Court, along with the application fee. The fee is currently around £400, although fee reductions or exemptions may be available, depending on P’s financial circumstances.

Notifying P and others

After the Court issues the application, the applicant must formally notify P and at least three other people with an interest in P’s welfare. This is a key safeguard, allowing those notified to raise concerns or objections within a set period, usually 14 days.

Court consideration and possible hearings

Once the notification period has passed, the Court reviews the application. In straightforward cases, a decision may be made on the papers. If there are objections, complex issues, or disputes, the Court may request further information or schedule a hearing.

The court order and security bond

If the application is approved, the Court issues an order setting out what the deputy is authorised to do. Before the order becomes final, the deputy may be required to arrange a security bond. This serves as insurance to protect P’s finances against misuse or mismanagement.

Responsibilities after appointment

Once appointed, a deputy must always act in P’s best interests and within the limits of the Court order. The Office of the Public Guardian supervises deputies and must submit annual reports explaining their decisions and how P’s money or welfare has been managed.

The role carries significant legal responsibility, and deputies can be held accountable if they fail to fulfil their duties.

Court of Protection applications are detailed, document-heavy, and tightly regulated. Errors or omissions can lead to delays, additional costs, or the application being refused. For that reason, many applicants choose to work with a solicitor experienced in Court of Protection matters.

A solicitor can advise on whether an application is necessary, help prepare the paperwork, manage the notification process, and guide deputies on their ongoing responsibilities. If you are considering an application, speaking to your solicitor at an early stage can clarify the process and make it more manageable.

About the Author

James McMullan is a Partner and also heads up our Private Client team. James started his career as a family lawyer, but over the years, his practice has grown to encompass all aspects of private client law, including estate planning, Inheritance Tax, lasting powers of attorney, lifetime gifts, living wills, mental capacity issues, probate and contentious probate, trusts and, of course, wills.

James prides himself on spending sufficient time with clients at the outset of a matter to fully understand their position, needs, and objectives. He is committed to resolving disputes effectively, frequently using alternative dispute resolution (ADR). Given its costs and uncertainty, court litigation is a last resort.

Warranties and indemnities: Key protections in share and asset sales

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Warranties and indemnities

When a Buyer identifies potential risks during due diligence, they often seek additional contractual protections. These protections typically take the form of warranties and indemnities, which are key provisions in a Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA).

What is the difference between warranties and indemnities?

A warranty is a statement of fact about the company, or an asset given by the Seller whereas indemnities are specific promises to reimburse the Buyer pound for pound for a known risk. 

Therefore, the inclusion of an indemnity offers a more direct and certain remedy without the Buyer needing to prove causation and loss. 

For a Buyer to bring a successful breach of warranty claim they will need to show that the statement made the Seller was untrue, that the Seller did not make an adequate disclosure as such there has been a breach and that the breach directly caused a specific financial loss or reduction in value in the shares or assets. The Buyer will also need to demonstrate mitigation of loss. 

Therefore, you can see that buyers prefer indemnities over warranties.

Common areas of warranty protection

As the Buyer solicitor usually produces the draft SPA or APA, following due diligence and consultation with the Buyer, the solicitor will be able to tailor the warranties accordingly. For example, if a company or business has no IP, a single warranty confirming this may suffice as opposed to pages of irrelevant IP warranties. 

The following non-exhaustive list is areas likely to be covered in most acquisitions:

  • Accounts: the Buyer will want to see the latest audited accounts and will want the Seller to confirm that the audited accounts give a true and fair view. 
  • Financing and banking: Buyers will also require appropriate warranties concerning the target’s banking facilities, security documents, bank accounts and compliance with existing loan agreements.
  • Real property: the approach to property warranties depends on the bargaining power of the parties. Buyers can opt to fully investigate the properties and accept limited warranties from the Seller, or have a limited investigation into the properties and expect the Seller to provide many warranties. 
  • Commercial Contracts: the issues to be addressed include requiring the Seller to disclose all material contracts, whether contracts are terminable as a result of the change of control or that no notices have been received purporting to terminate any material contracts. 
  • Insurance: typical warranties require that all assets have, at all material times, been insured in accordance with industry practice and at their usual replacement value. That there are no outstanding insurance claims and that there is no reason any insurance cover might be avoided. 
  • IP: this depends on the nature of the business or the assets and what risks may arise should the Buyer not acquire the IP it needs. 
  • Tax: SPAs in particular tend to include extensive tax warranties. On an asset sale, the tax warranties tend to be more limited as the Buyer is not assuming the Seller’s ongoing corporation tax liabilities. 

Limiting liability

Sellers generally seek to limit their exposure under warranties and indemnities, often invoking the principle of caveat emptor (“buyer beware”). Common limitations include:

  • Financial Thresholds:
    • De Minimis: this is a Sellers way to exclude very small claims to avoid disruption.
    • Basket: requires the aggregate claims to exceed a minimum threshold before action can be taken.
  • Caps: Sellers often cap liability at or below the purchase price. It is unlikely that a Seller will agree for its exposure to exceed this.
  • Time Limits: Restrictions on how long claims can be brought after completion.

These thresholds and caps are heavily negotiated between the parties.

Securing for breach of warranty

Warranties and indemnities can be powerful tools for Buyers, but they are only as valuable as the party giving them. If a Buyer is concerned about a Sellers ability to meet claims or make enforcement difficult or impossible, a Buyer may wish to ask for security.

It is likely that any security sought would have been discussed and agreed between the parties at the Heads of Terms stage, and a Seller may be reluctant to agree to provide security at this point in the transaction. 

Some typical methods of security (which are like those taken by sellers to secure instalments of deferred consideration):

  • A bank guarantee or a guarantee from the seller’s parent company
  • Escrow account or retention.
  • Set-off 

Summary 

Warranties and indemnities are critical in share and asset sales. Sellers must understand the scope and implications of the warranties they provide, while Buyers should ensure these protections align with identified risks.

How can we help?

Warranties and indemnities are often where risk allocation is negotiated in detail. We advise on drafting, negotiating and structuring these protections so they align with the due diligence findings and the commercial position of the parties, including limitations on liability and, where appropriate, options for security. Our aim is to ensure the protections are clear, proportionate and enforceable in practice. Speak to our head of corporate and commercial, Victoria Holland, today.

About the author

Zarenna Porter is a solicitor in the Corporate and Commercial department. Her work spans a wide range of corporate and commercial matters, including acquisitions and disposals, share buybacks, company reorganisations and the drafting and negotiation of commercial contracts and agreements. She has supported businesses operating across different sectors, tailoring her advice to suit the distinct needs of both sole traders and larger corporate entities.

Dilapidations explained: What commercial tenants and landlords need to know

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commercial lease document

Dilapidations are a common source of dispute at the end of a commercial lease. They can involve significant sums of money and often come as an unwelcome surprise to tenants who believed they had left a property in reasonable condition. Understanding what dilapidations cover and how claims are assessed is essential for both landlords and tenants navigating the end of a lease.

At their core, dilapidations are about whether a tenant has complied with their lease obligations regarding the property’s physical condition. What a landlord can legitimately claim, and what a tenant is required to put right or pay for, depends almost entirely on the wording of the lease.

What Are Dilapidations?

Dilapidations are breaches of a tenant’s repairing, decorating, reinstatement, or statutory compliance obligations under a commercial lease. These breaches are usually identified when a lease is nearing its end or has already expired, although interim claims can sometimes be made during the term.

A landlord may either require the works to be carried out by the tenant before the lease ends or recover the cost of carrying out those works themselves once the tenant has vacated.

Repair Obligations Under the Lease

Most commercial leases require the tenant to keep the property in repair. The extent of that obligation can vary widely. Some leases impose a full repairing obligation, meaning the tenant must put the property into good repair and keep it in good repair, regardless of its condition at the start of the lease. Others limit the obligation by reference to the property’s initial condition.

Repair does not only relate to major structural issues. It can also include worn flooring, damaged ceilings, broken fixtures, defective services, or deterioration due to lack of maintenance. Whether something constitutes disrepair rather than fair wear and tear is often a key point of dispute.

Redecoration Requirements

Commercial leases commonly require tenants to redecorate the property at specified intervals and again at the end of the lease. These obligations may apply only to internal areas or extend to external areas of the building, depending on the lease terms.

Failure to carry out required redecoration works can form part of a dilapidations claim, even if the property is otherwise in reasonable condition.

Reinstatement of Alterations

Tenants frequently carry out alterations to suit their business needs, such as installing partition walls, additional cabling, signage, or kitchen facilities. Leases often require the tenant to reinstate the property to its original layout at the end of the tenancy.

Where alterations were carried out under a licence for alterations, that document will usually set out specific reinstatement obligations. If reinstatement is required but not carried out, the landlord may include the cost of those works in a dilapidations claim.

Compliance With Statutory Requirements

Many leases place the responsibility on the tenant to ensure the property complies with relevant statutory requirements throughout the term. This can include obligations relating to fire safety, asbestos management, electrical testing and other health and safety regulations.

If compliance has not been maintained, remedial works or investigations may be included in a dilapidations schedule, even if the tenant was unaware of the issue during occupation.

The Dilapidations Process in Practice

The process typically begins with the landlord or their surveyor preparing a schedule of dilapidations. This document sets out the alleged breaches of the lease and identifies the remedial works required and may also include estimated costs.

If the tenant fails to complete the works before the lease ends, the landlord may pursue a monetary claim for damages. This is often referred to as a quantified demand and may include the cost of the works, professional fees, and, in some cases, loss of rent.

Limits on a Landlord’s Claim

The law places an essential restriction on dilapidations claims for disrepair. Under section 18(1) of the Landlord and Tenant Act 1927, damages are capped at the amount by which the disrepair has reduced the value of the landlord’s interest in the property.

This means a landlord cannot automatically recover the full cost of repairs if the works would not increase the property’s value. For example, where a building is to be redeveloped or substantially altered, the impact of disrepair on value may be minimal.

The Importance of a Schedule of Condition

One of the most effective ways for tenants to limit dilapidations exposure is to agree a schedule of condition at the start of the lease. This is usually a photographic record of the property’s condition at the commencement of the lease.

When properly incorporated into the lease, a schedule of condition can limit the tenant’s repairing obligations, so the tenant is not required to put the property into a better condition than it was at the outset.

Managing Risk and Avoiding Disputes

Dilapidations are highly technical and often require both legal and surveying expertise. Early engagement, careful review of lease obligations and realistic negotiation can make a significant difference to the outcome.

Whether acting as a landlord or a tenant, obtaining advice from a solicitor at an early stage can clarify obligations, assess risk, and avoid unnecessary costs and disputes as a lease comes to an end.

About the author

Brinda Granthrai joined RIAA Barker Gillette (UK)’s commercial real estate team in May 2025. She brings over 15 years of experience advising high-net-worth individuals, private companies and international investors on complex real estate transactions. She works closely with the team to deliver commercially focused, pragmatic solutions across the full property lifecycle.

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