TRW & Co · Real Estate & Construction
Real Estate Investment Lawyers in London
Real estate investment lawyers in London help investors buy, hold, finance and sell UK property through structures that work for tax, lending and exit. Recent changes for overseas owners, residential landlords and business tenancies mean that structuring, due diligence and lease analysis now drive returns as much as the price paid.
Key pointAn overseas company that is not properly registered on the Register of Overseas Entities will generally be unable to register a sale, lease or charge of its UK land, which can stall both financing and exit.
At a glance
SDLT on non-residential
GOV.UK sets 0% on the first £150,000, 2% up to £250,000 and 5% above for non-residential and mixed-use purchases in England and Northern Ireland.
Non-residents taxed on gains
Since April 2019 non-UK residents pay tax on gains from all UK land, including indirect disposals of property-rich entities where they hold 25% or more.
Overseas entities register
Overseas entities owning land in England and Wales acquired since 1 January 1999 must be on the Register of Overseas Entities at Companies House.
Renters' Rights Act in force
The main private tenancy reforms, including the end of assured shorthold tenancies and no-fault possession, took effect on 1 May 2026.
Structure drives the exit
Asset deals, SPVs, joint ventures, unit trusts and REITs each carry different tax, financing and sale consequences that should be modelled at acquisition.
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What real estate investment covers in England and Wales
Real estate investment lawyers in London advise investors who buy, hold, finance, develop and sell property for income and capital growth. Clients range from family offices and private investors to funds, insurers, sovereign and institutional capital, and overseas companies buying their first UK asset. The assets include offices, logistics, retail, hotels, student and build-to-rent housing, data centres and mixed-use schemes.
An investment transaction is more than a conveyance. The investor needs a structure that suits its tax position, a title that can be financed and sold, leases that produce reliable income, and a clear view of regulatory obligations from building safety to energy efficiency. The legal work runs from heads of terms through due diligence, exchange and completion, and then into asset management and eventual exit.
London remains one of the world's most liquid property markets, but the rules for investors have changed significantly in recent years, particularly for overseas buyers, residential landlords and business tenancies. This page explains the framework, the main decisions and how we help.
The legal and regulatory framework
Ownership of land in England and Wales is recorded at HM Land Registry under the Land Registration Act 2002. Registered title, with its plan, charges and restrictions, is the foundation of every investment. Scotland and Northern Ireland have separate land registration systems, conveyancing practice and, in Scotland, a different land transaction tax, so the rules below apply to England and Wales unless stated.
Tax on acquisition, holding and sale
Stamp duty land tax (SDLT) applies on acquisitions in England and Northern Ireland. For non-residential and mixed-use property, GOV.UK sets the rates at 0% on the first £150,000, 2% on the portion up to £250,000 and 5% above that, with separate rates on the net present value of rent under a new lease. Residential acquisitions by companies and buyers of additional dwellings pay higher rates, including a 17% rate for certain corporate purchases, and non-UK residents pay a further 2% surcharge on residential property.
Non-UK residents are taxed on gains from all UK land. Since 6 April 2019 that has included indirect disposals of interests in "property-rich" entities, which HMRC's guidance describes as entities deriving at least 75% of their value from UK land, where the seller holds at least a 25% interest. Non-resident companies pay corporation tax on those gains. Companies owning UK dwellings valued above £500,000 may also owe the annual tax on enveloped dwellings, subject to reliefs for genuine rental and development businesses.
Transparency and anti-money laundering
Under the Economic Crime (Transparency and Enforcement) Act 2022, an overseas entity that owns or wants to buy UK land must be on the Register of Overseas Entities at Companies House and identify its registrable beneficial owners. According to Companies House guidance, the requirement applies retrospectively to land in England and Wales acquired since 1 January 1999. Failure to comply can lead to fines, criminal liability and restrictions on selling, leasing or charging the property. Lawyers, agents and lenders must also carry out customer due diligence and source of funds checks under the Money Laundering Regulations 2017.
Landlord and tenant law
Business tenants generally have security of tenure under Part II of the Landlord and Tenant Act 1954, unless the lease is validly contracted out before the tenant is bound. That legislation is under review, and reforms to rent review clauses have been legislated through the English Devolution and Community Empowerment Act 2026, with commencement being phased in. In the residential sector, the main tenancy reforms of the Renters' Rights Act 2025, including the end of assured shorthold tenancies and "no fault" possession, came into force on 1 May 2026 for private landlords. Build-to-rent and residential portfolio investors need to factor those changes into income and exit assumptions.
Building safety, energy and planning
The Building Safety Act 2022 created new duties for higher-risk residential buildings and new routes to recover remediation costs, which affect both acquisition due diligence and long-term liabilities. The Energy Efficiency (Private Rented Property) Regulations 2015 prevent landlords from letting most properties that fall below the minimum energy efficiency standard unless an exemption is registered. Planning permission, conditions and section 106 obligations determine what an investor can do with a site.
Choosing an investment structure
The right structure depends on who the investors are, how long they will hold, how the asset will be financed and how they expect to exit. Real estate investment lawyers in London usually work with tax advisers to compare the options below.
| Structure | When it suits | Main legal points | Typical trade-off |
|---|---|---|---|
| Direct ownership | Single investors and owner-occupiers | Simple title; SDLT on acquisition; direct liability for the building | Flexibility, but a sale of the asset means SDLT for the buyer |
| UK or offshore SPV company | Single-asset deals and leveraged acquisitions | Share sale on exit possible; Register of Overseas Entities for offshore companies; non-resident gains rules | Buyers price in latent liabilities and indirect-disposal tax |
| Joint venture | Investors partnering with a developer or operator | Shareholders' or partnership agreement, governance, deadlock, funding and exit mechanics | Alignment of interests needs careful drafting |
| Unit trust or limited partnership | Multiple investors pooling capital | Trust deed or partnership agreement; fund regulation may apply | Regulatory and administrative cost |
| Real estate investment trust (REIT) | Larger portfolios and institutional investors | Corporation Tax Act 2010 regime; distribution and qualifying conditions | Tax efficiency at fund level, but strict ongoing conditions |
The choice also affects financing. Lenders will want security over the property, the shares in the owning company or both, and will review the structure as part of their own due diligence. Our real estate finance team advises on the debt side.
Key decisions for real estate investment lawyers in London and their clients
Most transactions involve the same core judgments. Getting them right early saves time and money later.
Asset deal or share deal
Buying the property directly gives the investor a clean title and a fresh tax base, but triggers SDLT. Buying the company that owns it can reduce the transaction tax on the transfer but brings the company's history, liabilities and latent gains with it. Warranties, indemnities and price adjustments are used to allocate that risk.
Income profile and lease terms
The value of an investment property depends on its leases: the rent, length of term, break options, repairing obligations, service charge recovery and the strength of the tenants. Investors should test whether leases are protected under the 1954 Act and how rent reviews operate in light of the reforms.
Development and value-add
Investors pursuing development, refurbishment or change of use take planning, construction and letting risk. Forward funding, forward commitment and development management agreements allocate those risks between investor and developer.
Financing and security
Most investments are at least partly debt-funded. The facility agreement will set loan-to-value and interest cover covenants, restrict lease changes without consent and require a report on title. Real estate investment lawyers in London coordinate the acquisition and finance workstreams so that the lender's conditions precedent are satisfied on the completion date rather than discovered the week before.
Sector-specific issues
Different asset classes raise different legal questions. Hotels and operational assets depend on management agreements or operating leases. Logistics and data centres turn on power supply, access and planning conditions. Student and build-to-rent housing bring residential tenancy rules and building safety duties. Due diligence should be tailored to the sector, not run from a generic checklist.
Build the exit into the entry. Decide at acquisition how the asset is likely to be sold, whether as property or as shares in an SPV, and structure title, leases, company records and tax filings so that a buyer's lawyers can complete their due diligence quickly.
The transaction process, step by step
A typical investment acquisition follows the sequence below. Timelines vary with the size of the deal, the number of leases and whether financing is involved.
- Agree heads of terms. The parties agree price, structure, exclusivity, timetable and key conditions. Exclusivity protects the buyer's investment in due diligence.
- Structure and onboarding. The buyer settles its holding vehicle and completes anti-money laundering checks, including source of funds and any Register of Overseas Entities filings.
- Legal due diligence. Title, leases, searches, planning, building safety, environmental and energy information are reviewed, usually summarised in a report on title for the investor and lender.
- Technical and tax review. Surveyors, environmental consultants and tax advisers report in parallel, and their findings feed into negotiations.
- Negotiate documents. The sale contract, or share purchase agreement for an SPV, is negotiated, with warranties, indemnities, retentions and any tenant-related conditions.
- Exchange and completion. Contracts are exchanged, a deposit is paid and the transaction completes on the agreed date, with funds and title documents released together.
- Post-completion. SDLT is filed and paid, the transfer and any charge are registered at HM Land Registry, and tenants are notified of the new landlord.
Our article on buying commercial property explains the conveyancing steps in more detail.
Due diligence documents and evidence
Real estate investment lawyers in London will usually request the following before exchange. Gaps should be addressed in the contract or reflected in the price.
- Official copies of the register and title plans, with any documents referred to on the register.
- All leases, licences, rent deposit deeds, side letters and a reconciled tenancy schedule.
- Replies to commercial property standard enquiries and the seller's disclosure.
- Local authority, drainage, environmental and other searches.
- Planning permissions, building regulations approvals and, for relevant buildings, building safety information.
- Energy performance certificates and any registered exemptions.
- Service charge budgets and accounts, insurance details and arrears records.
- For share deals, the company's constitutional documents, accounts, tax filings and statutory registers.
Risks and common mistakes
These are the issues that most often reduce returns or delay exits.
Overlooking the Register of Overseas Entities
An overseas company that owns UK land must be registered and keep its information up to date. If it is not, HM Land Registry will generally not register a sale, lease or charge, which can stall both financing and exit. Investors sometimes discover the problem only when a buyer's lawyers raise it. Non-compliance can also lead to fines and criminal liability for the entity and its officers. Checking the register at acquisition, putting the entity's update obligations in the compliance calendar and planning for any change of beneficial ownership avoids a problem that is easy to prevent.
Underestimating non-resident tax on exit
Non-UK resident investors are taxed on gains from UK land, including indirect disposals of shares in property-rich entities where they hold a substantial interest. Reporting deadlines are short, and a structure designed before these rules may produce a tax charge on exit that was not priced in. A buyer acquiring shares in a property-owning company will also want protection for latent gains. Modelling the exit tax at acquisition, and revisiting it when the structure changes, keeps returns realistic.
Relying on leases without checking security of tenure
Investors often assume that a lease will end on its expiry date. If it was not validly contracted out of the Landlord and Tenant Act 1954, the tenant may be entitled to a new lease and the landlord can only end it on specific statutory grounds. That can delay redevelopment and affect valuation. Every lease relied on for vacant possession should be checked for proper contracting-out paperwork completed before the tenant was bound. Ongoing reform of the 1954 Act and of rent review clauses should also be monitored.
Missing building safety and energy liabilities
The Building Safety Act 2022 can make owners and connected companies responsible for remediation costs in residential buildings, and its duties affect higher-risk buildings throughout their life. Separately, properties below the minimum energy efficiency standard may not be lawfully let without a valid exemption. Both can reduce income or require capital expenditure. Due diligence should identify these risks before exchange, and the contract or price should reflect them.
Leaving joint venture terms vague
Joint ventures fail most often at the points the documents did not address: funding calls, decisions requiring unanimity, deadlock, transfers and exit. Investors and developers should agree governance, information rights, default remedies and exit routes such as drag, tag and buy-sell mechanisms at the outset. Clear drafting reduces the risk of costly disputes later, and our property litigation team sees the consequences when it is missing.
Cross-border investment: Bangladesh, the Gulf, Asia and the EU
Overseas capital is a major part of the London market. Investors from the Gulf, Singapore, China and the EU often hold UK property through companies in their home jurisdiction or in established holding locations, which brings the Register of Overseas Entities, non-resident tax and treaty questions into play. Their home regulators may also restrict outbound investment or require approvals, so local counsel should be involved early.
For investors based in Bangladesh, foreign exchange controls govern outward remittances for investment abroad, and approval requirements need to be checked before funds move. UK lawyers will also require clear source of funds evidence. Our Bangladeshi businesses in the UK team works with TRW & Co colleagues in Dhaka on both sides. Where the investment runs the other way, from the UK into Bangladesh, our Bangladesh property team advises on title and transfer.
A good property investment can still be a bad legal structure. The two need to be designed together, before the first offer is made.
How TRW & Co helps
As real estate investment lawyers in London, we advise investors from structuring through acquisition, asset management and exit, working with TRW & Co offices in Dhaka, Singapore and Dubai and with clients' tax advisers and surveyors. We do not promise investment outcomes or returns.
Acquisitions and disposals
We run asset and share deals for single properties and portfolios, from heads of terms through due diligence, negotiation, exchange and completion.
Structuring and joint ventures
We design holding structures and draft joint venture, co-investment and partnership agreements, coordinating with tax advisers on SDLT and non-resident tax.
Development and forward funding
We prepare forward funding, forward commitment and development agreements, together with the construction and planning documents that support them.
Leasing and asset management
We grant, renew and restructure leases, advise on rent reviews, service charges and the 1954 Act, and manage energy efficiency and building safety compliance.
Overseas investors
We guide overseas buyers through the Register of Overseas Entities, anti-money laundering checks and UK tax filings, coordinating with home-country counsel.
Finance and disputes
We work with our real estate finance and property litigation colleagues where a deal involves debt or a dispute arises.
Related teams include commercial property, planning and development and landlord and tenant. Our article on stamp duty land tax explains the rates and reliefs. You can browse all of our practices or contact our London office at Holborn Gate, 330 High Holborn, London WC1V 7QH, by email at info@trw.co or on +880 1779 127165.
Checklist for investors
Use this list before committing to a UK property investment. Real estate investment lawyers in London will typically work through it with you and your tax advisers.
- Have you chosen a holding structure that fits your investors, financing and exit plans?
- If the buyer is an overseas entity, is it registered on the Register of Overseas Entities with up-to-date beneficial ownership information?
- Have you modelled SDLT on acquisition and non-resident tax on exit, including indirect disposals?
- Do the leases support the income you are paying for, and are any relied on for vacant possession validly contracted out?
- Have building safety, energy efficiency and planning risks been identified and priced?
- For residential assets, have the Renters' Rights Act 2025 changes been reflected in income and exit assumptions?
- Are joint venture or co-investment terms agreed, including deadlock and exit?
- Can you evidence the source of funds to satisfy anti-money laundering checks?
If any answer is uncertain, early advice from experienced real estate investment lawyers in London can prevent problems that are expensive to fix after exchange.
Frequently asked questions
01Can overseas investors buy UK property?
Yes. There is no general prohibition on foreign ownership of UK property. Overseas companies must, however, register on the Register of Overseas Entities and identify their beneficial owners before they can register a purchase. Non-resident investors are within UK tax on rental profits and on gains from UK land, and buyers of residential property pay an SDLT surcharge. Anti-money laundering checks will require clear evidence of the source of funds, and home-country rules may also restrict outbound investment, so local advice should be taken alongside UK advice before funds are committed.
02Should I buy the property or the company that owns it?
It depends on the tax, risk and exit position. Buying the property directly gives a clean title and a fresh base cost but triggers SDLT. Buying the company can reduce transaction tax on the transfer, but you inherit the company's history, liabilities and any latent gain. Share purchases need corporate due diligence and robust warranties and indemnities. We compare the options with your tax advisers before heads of terms are signed.
03How long does a commercial property investment take to complete?
There is no fixed timetable. A straightforward single-let property with good title and an organised seller can move from heads of terms to completion in a matter of weeks. Multi-let buildings, portfolios, share deals and financed acquisitions take longer because of the volume of leases and the lender's requirements. Early access to a well-prepared data room is the biggest factor in keeping a transaction on schedule.
04What is the Register of Overseas Entities?
It is a public register at Companies House created by the Economic Crime (Transparency and Enforcement) Act 2022. Overseas entities that own, or want to buy, UK land must register and identify their registrable beneficial owners or managing officers, and must keep that information up to date. If an entity is not registered, HM Land Registry will generally not register a sale, lease or charge, and the entity and its officers can face penalties.
05How do the Renters' Rights Act changes affect investors?
For private residential landlords, the main tenancy reforms came into force on 1 May 2026. Assured shorthold tenancies and section 21 no-fault possession have been replaced by periodic assured tenancies, with landlords relying on statutory grounds to recover possession. Investors in build-to-rent and residential portfolios should review tenancy documents, rent review practice and assumptions about vacant possession, void periods and exit, and check that letting agents and managers have updated their processes.
06What does a REIT offer investors?
A UK real estate investment trust is a company that, if it meets conditions under the Corporation Tax Act 2010, is generally exempt from corporation tax on its qualifying property rental business and gains, with tax instead arising for investors on distributions. It must meet ongoing requirements on its activities, ownership and distributions. REITs suit larger portfolios and institutional investors, but the compliance burden means smaller investors often use other structures.
07Do you act for investors from Bangladesh?
Yes. We advise Bangladeshi individuals, families and companies investing in UK property, and coordinate with TRW & Co's Dhaka office on Bangladeshi foreign exchange approvals, source of funds documentation and local corporate steps. We also help UK-based clients holding or buying property in Bangladesh, where title verification and transfer formalities require local expertise and careful coordination with family members and local registries.
Sources and official materials
- SDLT: non-residential and mixed-use rates — GOV.UK rates for commercial property
- Higher rates of Stamp Duty Land Tax — Additional dwellings, corporate and non-resident rates
- Register an overseas entity and its beneficial owners — Companies House guidance
- Economic Crime (Transparency and Enforcement) Act 2022 — Legislation creating the register
- Capital Gains Tax for non-residents: UK property — Direct and indirect disposals
- Annual Tax on Enveloped Dwellings: the basics — Companies owning high-value dwellings
- Renters' Rights Act 2025 — Private rented sector reforms
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.