In this article, legal assistant Ehthshaam Tariq focusses on the licence to assign: what it is, why it matters and how Russell-Cooke can help you navigate it with ease.
When it comes to residential leasehold properties, what may seem like a minor legal formality can, in fact, carry significant legal weight—and that’s exactly the case with a licence to assign.
At Russell-Cooke, our expert enfranchisement team advises on all aspects of residential leasehold law—from lease extensions and freehold purchases to the right to manage and the right of first refusal. We work with a diverse client base, including individual leaseholders, high-net-worth individuals, developers, freeholders and resident management companies.
We’re also well-versed in the complexities of block management, including licences to alter, sublet—and assign.
What is a licence to assign?
Put simply, a licence to assign is the landlord’s formal, written consent allowing a leaseholder to transfer (or ‘assign’) their lease to someone else—usually when selling their leasehold flat.
It’s a common requirement in long residential leases, particularly in blocks of flats or managed developments, where the lease includes a clause that restricts assignment without the landlord’s permission. While it might sound like a rubber-stamping exercise, a licence to assign is far more than a box-ticking formality—it’s a vital legal safeguard.
Without this consent, transferring the lease could breach the lease terms, exposing both seller and buyer to legal and financial risk. And that’s where the real importance of the licence comes into play.
Under Section 19(1) of the Landlord and Tenant Act 1927, any clause preventing assignment without the landlord's consent is subject to a statutory duty that such consent must not be unreasonably withheld or delayed. This means that landlords must have a valid reason if they wish to refuse consent, such as concerns over the incoming tenant’s financial standing or a history of property mismanagement.
Why does a licence to assign matter?
A licence to assign protects the interests of all parties involved. For landlords, it ensures that the incoming tenant is responsible, financially stable, and likely to comply with the terms of the lease. For outgoing tenants, it safeguards them from breaching the lease by assigning without proper consent. For buyers, it provides clarity and legitimacy to the transaction, reducing the risk of disputes down the line.
In short, the licence acts as a gatekeeping mechanism—filtering out unsuitable assignees while maintaining the value and integrity of the building or estate.
When is a licence to assign required?
Most long residential leases include a clause requiring the landlord’s consent before an assignment can take place. This is especially common in blocks of flats and managed developments, where landlords and managing agents seek to preserve a certain standard of occupancy and community cohesion.
You’ll typically encounter the need for a licence to assign when selling your flat, transferring your lease to a family member, or even as part of estate planning or matrimonial settlements. If you’re involved in block management, ensuring that leaseholders obtain the necessary consent before transferring ownership is also vital to the building's governance.
What’s the licence to assign process?
The process typically follows a few clear steps:
- review the lease: confirm whether landlord consent is needed and what conditions apply
- submit a request: a formal application is made to the landlord or their managing agents, often through solicitors. At this stage, the landlord’s solicitors may ask the seller’s solicitor to give an undertaking for their legal fees
- landlord due diligence: the proposed assignee may be asked to provide references or financial documentation
- drafting the licence: once approved, the Licence to Assign is prepared, setting out the terms of the landlord’s consent
- signatures and completion: the document is signed by the landlord, outgoing tenant (assignor), and incoming tenant (assignee).
Additional steps might include a deed of covenant or registration fee, depending on the lease. Timing and cooperation between all parties is key to avoiding delays.
How we can help you
At Russell-Cooke, we regularly advise on all aspects of the licence to assign process. Whether you're a leaseholder looking to sell, a buyer navigating their first leasehold purchase, or a managing agent overseeing the assignment, we’re here to ensure everything runs smoothly.
We’ll review the lease, handle the request for consent, liaise with the landlord’s solicitors, and prepare the necessary documentation — all while keeping the process efficient, compliant and stress-free.
The licence to assign may seem like a procedural step, but it’s a vital one. With Russell-Cooke on your side, you can be confident that every detail is handled with care and precision—protecting your interests at every stage of the transaction.
Ehthshaam Tariq is a legal assistant in the enfranchisement team within the residential property team.
Get in touch
If you would like to speak with a member of the team you can contact our property law solicitors by email, by telephone on +44 (0)20 3826 5010 or complete our enquiry form.
