FAQ
Do I Need the Freeholder's Permission to Sell My Flat?
Usually not. Most leases let you sell without asking anyone, and the only formality is a notice the buyer sends to the freeholder after completion. A minority of leases do require the freeholder's consent, in the form of a licence to assign, and some ask the buyer to sign a deed of covenant. This page explains how to tell which applies to your flat, what each one costs, who pays, how long it takes and what to do if the freeholder is slow or cannot be found.
The Short Answer
The question comes up because sellers hear about licences, deeds and notices and assume there is a gate to get through. For most flats there is not. The freeholder has no say in whether you sell, who you sell to or what price you accept. What the lease does is set out a short list of formalities around the sale, and the whole job is finding out which ones apply to your flat. Your solicitor reads them off the lease in the first week, so the answer rarely comes as a surprise. It still helps to know in advance, because the one formality that can slow a sale, a licence to assign, is best started early.
This page covers leasehold flats in England and Wales. It explains the three things a lease can ask for, what each costs, who pays and how long it takes, and then the special cases: share of freehold, right to manage, ex-council, housing association and shared ownership flats. The law on freeholder consent sits in two Acts, the Landlord and Tenant Act 1927 and the Landlord and Tenant Act 1988, and gov.uk's leasehold property pages cover the basics. This is general information, not legal advice; your lease decides the detail.
What Your Lease Says About Selling
The clause to find is the one about assignment, which is the legal word for selling a lease. It usually sits among the leaseholder's covenants (the promises you made when you took on the lease) under a heading such as "assignment", "alienation" or "dealings with the flat". There are three versions of it, and the wording decides everything that follows.
- No consent needed. The lease lets you assign the whole flat freely and only asks the new owner to notify the freeholder afterwards, within a set period and with a fee. Most flat leases are written this way, including nearly all council and housing association leases.
- Consent needed. The clause says something like "not to assign the whole of the flat without the prior written consent of the landlord". This means a licence to assign. It turns up in older mansion block leases, in some estates run by a management company and in blocks where the freeholder lives on site, and it is standard on the big central London estates.
- Assignment of part forbidden. Nearly every lease forbids selling or subletting part of the flat on its own. That is not a bar to selling the whole flat, so you can ignore it for this purpose.
Two things limit how far a consent clause can go. Section 19(1) of the Landlord and Tenant Act 1927 adds the words "not to be unreasonably withheld" to any clause requiring consent to assign, whatever the lease itself says, so a freeholder can never simply decide they do not want you to sell. And an outright ban on selling the whole flat, with no consent mechanism at all, is almost unknown in a long residential lease. If you find one, your solicitor will treat it as a defect to be put right by a deed of variation agreed with the freeholder, since lenders will not accept it; our guide to selling a flat with a defective lease explains how that works.
If you do not have your lease to hand, you can download a copy from HM Land Registry for £7; our guide to getting a copy of your lease shows where to look, and how to read your lease explains the layout so you can find the assignment clause quickly.
Licence to Assign: When the Freeholder's Consent Is Needed
A licence to assign is the freeholder's written consent to the sale, usually drawn up as a short deed signed by the freeholder, you and the buyer. Where the lease requires one, the sale cannot complete without it, so it sits on the critical path from the day the offer is accepted.
How the application works
Your solicitor applies to the freeholder or managing agent in writing as soon as a buyer is agreed, giving the buyer's details. The freeholder can ask for what a reasonable landlord would want to know. That usually means two or three references for the buyer (a bank, an employer or accountant and a previous landlord or managing agent) and sometimes proof of identity or, for a company buyer, its accounts. Some older leases let the freeholder ask for a guarantor where the buyer lives abroad or has no track record. The freeholder's solicitor then prepares the licence, you and the buyer sign it, and it is completed at the same time as the sale.
When the freeholder can say no
The freeholder has to act reasonably, and the reasons must relate to the buyer or to how the flat will be used. References that fail, a stated plan to use the flat in a way the lease forbids (short lets, for example) and, most often in practice, unpaid service charges or ground rent on your account are all legitimate grounds. The freeholder cannot refuse because they would rather have a different buyer, want a premium for consent on top of their reasonable costs or want you to agree to something unrelated first. Nor can they refuse on grounds that would amount to unlawful discrimination. Arrears are the usual sticking point, and the answer is to clear them from the sale proceeds on completion, which our guide to selling with service charge arrears covers.
What the 1988 Act does for you
The Landlord and Tenant Act 1988 puts the freeholder under a duty, once a written application is made, to give consent within a reasonable time unless refusing is reasonable, to tell you the decision in writing and to give reasons for any refusal or for any conditions attached. The burden of showing a refusal was reasonable sits with the freeholder, and unreasonable delay or refusal gives you a claim for damages. The courts have said a reasonable time is measured in weeks rather than months. In practice a solicitor's letter citing the Act is what moves a slow managing agent; court action on a flat sale is rare, because it costs more than the delay.
Deed of Covenant and the Certificate of Compliance
A deed of covenant is a short document in which the buyer promises the freeholder, or the management company, directly that they will keep to the lease: pay the service charge, follow the rules and so on. It is the buyer's document, signed by them and handled by their solicitor. You sign nothing. It is needed where the lease says so, which is common on estates and in newer blocks run by a residents' management company, and much less common in older leases.
The deed is usually backed by a restriction on the title at HM Land Registry. The restriction says that no sale can be registered unless a certificate, signed by the management company or its solicitor, confirms the lease has been complied with: the deed signed, the notice served, the fees paid. This is the certificate of compliance. The buyer's solicitor obtains it after completion and sends it to the Land Registry with the transfer. The buyer cannot be registered as owner until it arrives, so a slow management company can hold up the buyer's registration, though not the sale itself. It is one of the two places where the freeholder's cooperation is needed, and unlike the licence it comes after your money has arrived.
Fees for the deed and the certificate are set by the freeholder or the management company and are the buyer's cost. The management pack lists them, so the buyer's solicitor knows the amounts before exchange.
Notice of Transfer: Telling the Freeholder Afterwards
Nearly every lease, whichever version of the assignment clause it has, requires the new leaseholder to tell the freeholder about the sale within a set period after completion, often 21 or 28 days, and to pay a registration fee. This is the notice of transfer. If the buyer has a mortgage, a notice of charge goes with it. The buyer's solicitor serves both, and the fee is typically £50 to £300 plus VAT for each notice. Our guide to the notice of transfer and notice of charge covers what they contain and what happens if one was missed.
The notice is sometimes mistaken for permission. It is not. The freeholder cannot refuse to receive it, and the sale has already completed by the time it is sent. Where old notices do matter is in the freeholder's records: if one was never served on an earlier sale of your flat, the gap shows up when the management pack is prepared and the buyer's solicitor will raise it. Your solicitor fixes that by serving the missing notice and paying the fee before exchange, and it is a routine job.
What It Costs and Who Pays
The lease decides, and your solicitor will check it before exchange, but the usual pattern on a flat sale is this:
- Licence to assign: you pay, since the duty to get consent is yours. Freeholders' solicitors typically charge £200 to £500 plus VAT for a straightforward residential licence, and some charge more. Where the lease says nothing about fees, section 19(1)(a) of the 1927 Act lets the freeholder recover reasonable legal and other expenses of granting the licence, and no more.
- Deed of covenant and certificate of compliance: the buyer pays, at the rate set by the freeholder or management company.
- Notice of transfer and notice of charge: the buyer pays, £50 to £300 plus VAT each.
- Management pack: you pay, £300 to £400 plus VAT and often more. It is not permission, but it comes from the same freeholder and is the document in which every fee above is set out. Our guide to the LPE1 form explains what it contains.
All of these are administration charges under Schedule 11 of the Commonhold and Leasehold Reform Act 2002, which means they are payable only so far as they are reasonable, and the First-tier Tribunal (the Leasehold Valuation Tribunal in Wales) can decide what reasonable is. A demand for £1,000 for a licence that took a managing agent an hour can be challenged. Whether it is worth challenging mid-sale is another matter, and most sellers pay and move on.
Two changes are coming. Section 61 of the Leasehold and Freehold Reform Act 2024 will require freeholders to publish a schedule of the administration charges they make, and a charge that is not on the schedule will not be payable. It is not yet in force and no date has been set. And in September 2026 the government said it would take a power to cap permission and administration fees, with the scope and level going out to consultation; there is no bill or date for that yet either. For now the reasonableness test is the only limit.
How Long It Takes, and How to Keep It Off the Critical Path
A notice of transfer takes no time from your side. A deed of covenant is prepared alongside the other sale documents and signed before exchange. A licence to assign is the one to watch. From application to signed licence, allow two to six weeks with a responsive managing agent, and longer where references are slow or the freeholder uses an outside solicitor who bills by the hour. On a chain, that can decide the exchange date. Five things keep it moving.
- Read the assignment clause before you go to market. If it needs consent, tell your solicitor and the estate agent on day one, so the timetable allows for it.
- Ask the managing agent for their requirements when you order the pack. Their fee and the references they want should be in the management pack, so the buyer's solicitor can collect the references while the searches are running.
- Clear any arrears, or agree how they will be cleared. A freeholder will not issue a licence while the account is behind. An undertaking from your solicitor to pay from the proceeds usually satisfies them.
- Apply as soon as the buyer is agreed, not at exchange. The application needs the buyer's details and references, so the buyer's solicitor has to be chased for those early.
- Chase in writing after two weeks. A letter from your solicitor that refers to the freeholder's duty under the 1988 Act gets a reply from most agents within days.
If the freeholder cannot be found, a licence cannot be obtained at all. The buyer's solicitor and lender will usually accept an indemnity policy against the risk that the freeholder reappears and objects, provided the ground rent has been set aside; our guide to selling with a missing freeholder explains how that works. Where the freeholder exists but ignores the application, the 1988 Act is the remedy. Our guide to finding out who your freeholder is covers the first step, where the ground rent demands have stopped and nobody is sure who to write to.
Share of Freehold and Right to Manage Blocks
Where the flat comes with a share of the freehold, the company that owns the freehold is itself the landlord, and your lease still says whatever it says. Most share-of-freehold leases require only a notice of transfer, though some older ones require a licence to assign, and in that case the licence comes from your own neighbours.
What is different is the share. Membership of the freehold company passes to the buyer by a stock transfer form, and the company issues a new share certificate; where the company is limited by guarantee and has no shares, you resign as a member and the buyer is admitted instead. Either way a director has to sign. Where the freehold is held by up to four leaseholders in their own names rather than through a company, your share passes by a transfer of the freehold title that every co-owner has to sign. In a small block where the only other director has moved away or stopped replying, that signature can be harder to get than any licence. Our guide to selling a share of freehold flat goes through the company paperwork.
In a right to manage block, the RTM company runs the building but is not the landlord. Consent, where the lease requires it, still comes from the freeholder, and the RTM company deals with the service charge side of the pack. The buyer can join the RTM company after completion; nothing about the sale depends on it. Our guide to right to manage explains the split.
Council, Housing Association and Shared Ownership Flats
Council and housing association leases almost never require consent to sell; a notice afterwards is all. One other rule can apply to an ex-council flat. If you bought it under Right to Buy on or after 18 January 2005 and are within ten years of the purchase, you must offer it back to the council first, at full market value, and the council has eight weeks to decide. That is a right of first refusal rather than permission, and councils rarely take it up, but the eight weeks go into the timetable all the same. In designated rural areas a separate rule lets the council require consent to any sale and insist the buyer has lived or worked locally for three years, with no time limit. The ex-council FAQ covers both.
A shared ownership lease is different again. Until you own 100 percent, the housing association has a nomination period, set by your lease, in which it can find a buyer for your share: four, eight or twelve weeks is usual, with four weeks under the model lease used for homes built since 2021. The buyer must meet the scheme's eligibility rules and be approved by the association, and the price is fixed by an independent RICS valuation rather than by what a buyer will pay. You still do not need permission to sell, but you cannot go to the open market until the period has run, and the association's approval of the buyer works much like a licence in practice. Gov.uk's page on selling a shared ownership home sets out the steps.
Selling to a Cash Buying Company: The Same Formalities
Nothing about permission changes when the buyer is a company like us. Where the lease needs a licence to assign, we supply references on request: our accounts, our solicitor and managing agents we have dealt with before. We sign any deed of covenant the lease requires, and our solicitor serves the notice of transfer after completion. A freeholder gets the same application from us as from any buyer, and the same duty to answer it applies.
Where we differ is in how the delay is handled. A managing agent who takes two months over a licence, arrears that block consent until completion and a freehold company whose only director has to be traced before a share can be transferred are all situations we have dealt with. Each goes into the timetable rather than being a reason to walk away, and there is no chain behind us waiting on the date. Our cash buyer Top 10 covers how the route works, and the How It Works page sets out the steps.
Related Reading
For the notices served after completion, see the notice of transfer guide. For finding the assignment clause, see how to read your lease. For a freeholder who cannot be traced, see the missing freeholder guide.
Further FAQs
Only where your lease requires their consent, and only for a reason connected to the buyer or the way the flat will be used. Failed references, a buyer who plans to use the flat in breach of the lease and arrears on your service charge or ground rent account are the usual grounds. Disliking the buyer, wanting a payment the lease does not provide for or holding out for an unrelated concession are not. Section 19(1) of the Landlord and Tenant Act 1927 reads "not to be unreasonably withheld" into every clause requiring consent to assign, and the Landlord and Tenant Act 1988 makes the freeholder prove any refusal was reasonable.
Where the lease does not require consent, which is the position for most flats, the freeholder has no say at all. The buyer tells them about the sale afterwards.
No. The mortgage is repaid out of the sale money on completion, and your solicitor gives the buyer's solicitor an undertaking to do that. The lender is not asked for permission and does not vet the buyer. The one exception is where the sale price will not cover what you owe. Then the lender has to agree to accept less than the full debt or to let you carry the shortfall forward, before you can exchange. That is a question about negative equity rather than about permission to sell, and it is worth raising with the lender before the flat goes on the market.
No. They are three separate consents for three different things. A licence to assign is consent to sell the lease. A licence to sublet is consent to let the flat to a tenant, which some leases require for each new tenancy. A licence to alter is consent to works inside the flat, such as removing a wall or changing the windows. A buyer's solicitor will ask about the second and third during the sale, because a flat that has been let or altered without a required consent carries a breach the buyer inherits. Our guides to selling with a subletting clause and selling with unauthorised alterations explain how each is dealt with.
A reasonable time, which the Landlord and Tenant Act 1988 does not define but which the courts have said is measured in weeks rather than months. It runs from a written application, so make sure the first letter goes to the right address (the freeholder's registered office, or the managing agent if the lease names them) and asks clearly for consent to assign. Two to six weeks is normal in practice. After two weeks with no reply, a chasing letter from your solicitor citing the 1988 Act duty usually produces one. If the freeholder still does not answer, you can treat the silence as an unreasonable refusal and, in principle, complete without consent and claim damages, but take advice before doing that; the buyer's lender will want to be satisfied first.
Then a licence to assign cannot be obtained and a notice of transfer cannot be served, and the sale has to proceed on the basis that the obligations will be met if the freeholder ever reappears. The buyer's solicitor will usually accept a missing-freeholder indemnity policy, which covers the buyer and their lender if the freeholder turns up and claims unpaid ground rent or complains about consents not obtained, together with a retention or arrangement for the ground rent that has gone unpaid. Not every lender accepts this, so a cash buyer or a buyer with a flexible lender is sometimes the only route. Our guide to selling with a missing freeholder covers the steps in order.
No. A fee for a licence, a deed of covenant, a certificate of compliance or a notice is an administration charge under Schedule 11 of the Commonhold and Leasehold Reform Act 2002, and it is payable only to the extent that it is reasonable. The First-tier Tribunal (the Leasehold Valuation Tribunal in Wales) decides what is reasonable if you dispute it. Where the lease fixes the fee, that figure applies, though the tribunal can vary it if it has become unreasonable; where the lease is silent, the 1927 Act limits the freeholder to their reasonable legal and other expenses. Typical figures are £200 to £500 plus VAT for a licence to assign and £50 to £300 plus VAT for a notice. The Leasehold and Freehold Reform Act 2024 will require freeholders to publish a schedule of their administration charges once that section is brought into force, and the government announced in September 2026 that it intends to take a power to cap such fees, though neither has happened yet.
The buyer is in breach of their lease, not you. Your obligations end on completion. The practical effect is that the freeholder's records still show you as the leaseholder, so demands and correspondence may keep coming to you for a while; forward them to the buyer's solicitor and ask them to serve the notice. When the buyer eventually sells, the gap will show up in the management pack and their solicitor will have to serve the notice late and pay the fee, sometimes with a late registration charge on top. If you are in that position yourself, because a notice was missed when you bought, your solicitor can serve it now and clear the point before a buyer's solicitor raises it.
Not unless your lease says so, and very few do. You can instruct an agent, hold viewings and agree a price without telling the freeholder anything. The freeholder learns of the sale when your solicitor orders the management pack, which is also the moment to ask what they will require for a licence to assign if the lease needs one. The two exceptions are a Right to Buy flat within its first ten years, where the council must be offered the flat before anyone else, and a shared ownership flat, where the housing association has a nomination period before you can go to the open market. For every other flat, the first formal contact with the freeholder comes from your solicitor, not from you.