Memorandum of Sale

The Memorandum of Sale is a key part of the property selling and buying process. It sets out the details of what’s been agreed and between whom, including details like the property address, seller and buyer contact details, and the agreed price. It also states the expected completion date.

Once a memorandum of sale is issued, it starts the legal process of conveyancing. This process happens between the legal representatives of both the seller and buyer.

In many cases, transactions involve a property chain. A property chain is when the sale of one property depends on another. The memorandum of sale helps track these linked transactions. Although it doesn’t show the full picture, like how long the chain is or everyone involved, it does give you an idea of where people sit in the process. For example, it can tell you if the buyer is a first-time purchaser, if they’re relying on a mortgage or sale funds, or if the seller is buying another property and part of a chain themselves. It’s a useful snapshot that helps you understand if there’s a chain and roughly what it looks like.

One thing that is important to note is that a memorandum of sale is not legally binding and so does not guarantee a sale.

Who draws up the Memorandum of Sale and when?

Typically, an estate agent draws up the Memorandum of Sale shortly after the buyer’s offer has been accepted by the seller. It’s relatively short but includes a lot of information like:

• The Address of the property and its tenure, i.e. if it’s leasehold or freehold;
• The property’s HM Land Registry number.
• Names and contact details of the seller, buyer and solicitors acting for them;
• Details of the buyer’s mortgage broker, lender and loan, if applicable, and whether there is a deposit.
• The expected (but not guaranteed) dates of exchange and completion;
• Whether the seller is buying and part of an onward chain;
• Known outstanding legal issues such as covenants, planning restrictions, etc, and
• Fixtures and fittings included in the sale.

Because of the formal and legal nature of much of this information, the memorandum is signed by the seller’s solicitor, not the seller (or buyer) themselves.

When is the memorandum issued?

This depends on whether the seller has prepared the appropriate documents and briefed their agent and solicitor. A good agent will have advised their clients in advance to organise their paperwork so they can proceed quickly when an offer is accepted.

If information is missing, the memorandum cannot be completed or signed, so it is in everyone’s interest to gather the information quickly and efficiently if they have not done so already.

The agent will then send copies of the Memorandum of Sale to the buyer, the seller, and both parties’ solicitors.

It’s important that both buyer and seller review and confirm that the details are an accurate reflection of their agreement.

What happens after the memorandum is issued?

At this stage, the property moves from being ‘For Sale’ or ‘Under Offer’ to the status of ‘Sold Subject to Contract’ or ‘Sold STC’. You may have seen For Sale boards outside properties change over time to reflect this status.

Solicitors will then check the identities of the parties involved. They will also check the mortgage loan, if there is one, and any necessary consents for the property.

At this stage, the buyer or seller can still back out or renegotiate the sale price as neither party is legally tied to the deal until contracts are exchanged.

The conveyancing process then begins – the steps involved include:

Property survey

The buyer will usually arrange for a property survey to be conducted. This helps to identify any potential issues with the property, such as structural problems or other defects.

Depending on the survey results, the buyer may renegotiate the price or request repairs.

Mortgage application

If the buyer is buying with a mortgage, they (or their broker) will submit the application to the lender. The lender will review the property’s value to make sure it’s worth the amount being borrowed before making a mortgage offer.

Conveyancing

During the conveyancing process, solicitors will run several checks and searches. They confirm the property’s legal ownership, identify any restrictions or covenants, as well as check for any potential issues with the property.

Exchange of contracts

Although exchange and completion dates are typically included in the memorandum of sale, these are targets and not guarantees.

Variables that can impact dates are:

• Local searches at councils can vary from 24 hours to 2 weeks.
• A general survey may flag the requirement for a more detailed survey.
• If a problem is found, a lender may adjust their offer

Once all these checks are completed, contracts can be exchanged. At this stage, the transaction becomes legally binding and therefore costly if either party decides to pull out.

The buyer usually pays a deposit, which is often 10% of the purchase price. People often agree on expected dates for exchanging contracts in advance to help everyone plan.

Completion

On the agreed completion date, the buyers’ solicitor will transfer payment for the remaining balance of the purchase price, and the property ownership will be transferred. The keys will be handed over, and the buyer can now move into their new home.

Additional considerations

While getting to the stage of Memorandum of Sale is an important milestone, it’s not legally binding and there’s some way to go yet.

Until contracts have been exchanged, both the buyer and seller can withdraw from the transaction without consequence. This means that you could lose money, damage relationships, and waste time.

So be sure to do the following throughout the process to give yourself the best chance of success:

Be communicative

Ensure that you maintain clear communication with the other side, their solicitor, and the estate agent throughout the process. Address any concerns or questions promptly to avoid misunderstandings and delays.

Be proactive

Stay on top of the conveyancing process by regularly checking in with your solicitor and the estate agent to ensure everything is progressing smoothly. Provide any necessary documentation or information as quickly as possible.

Prepare for delays

The homebuying process can be lengthy and complex, with various factors potentially causing delays. Have a contingency plan in place just in case.

Be flexible

Be willing to negotiate and compromise on certain aspects of the transaction if necessary. This can help to maintain a positive relationship with the other party and facilitate a smoother transaction.

Selling at auctions or privately

When you sell a property in an auction, the memorandum of sale will include details about the property, the seller, the buyer, and their legal representatives.

It will also include the date and time when the auction bid is won. It also has details about the company holding the auction and its auction fees.

In a private sale, the seller should write and share a memorandum of sale

Need more help?

When moving home you should always thoroughly research the area you’re planning to move to.

From crime rates to purchase prices for similar properties nearby, our property report can tell you everything you need to know.

Last Updated: June 6th, 2025