Authorised Guarantee Agreements (AGAs) are a specific feature of commercial property leases in England and Wales, introduced by the Landlord and Tenant (Covenants) Act 1995. This legal framework reformed the way in which obligations are passed on when a commercial lease is assigned (transferred) from one tenant to another. Before the 1995 Act, the original tenant (assignor) who assigned their lease to a new tenant (assignee) could be indefinitely liable for the lease obligations if the new tenant failed to fulfil them. Nowadays, an outgoing tenant is only liable if there if there is an AGA.

Purpose of AGAs

The purpose of an AGA is to provide security for landlords when a commercial lease is assigned. It does this by requiring the outgoing tenant (assignor) to guarantee the performance of the lease obligations by the incoming tenant (assignee) to the landlord.

Effectively, the outgoing tenant (assignor) acts as a personal guarantor for the incoming tenant.

When is an AGA Used?

An AGA is used when a commercial lease is assigned (ie transferred).

Most modern commercial leases contain a clause which says that as a condition of giving consent to an assignment, the landlord requires the assignor tenant to enter into an AGA and therefore personally guarantee the liabilities under the lease of the incoming new tenant.

Key Features of AGAs

Key features of an AGA are as follows : -

- Guarantee:

The assignor gives a personal guarantee to the landlord that the new assignee tenant will pay rent and comply with the lease. The assignor will have to pay to make good any breach of the tenant of these obligations.

-New Lease :

An AGA will typically include an obligation on the assignor tenant to enter into a new lease in certain circumstances and if the landlord gave notice requiring it. These circumstances might include if the lease was forfeit by the landlord of if the assignee tenant became insolvent.

- Limited Liability:

The liability of the outgoing tenant under an AGA is limited to the period during which the assignee (the new tenant) holds the lease. If the lease is further assigned, the original tenant's liability under the AGA typically ends.

- Formalities:

For an AGA to be enforceable, it must be in writing and comply with the requirements set out in the legislation.

What are the Potential Liabilities under an AGA ?

If an outgoing tenant signs an AGA then the potential liability would including the following :

(1)   Assignee’s rent arrears;

(2)   Breach by the assignee of any other obligations under the lease including for property repairs;

(3)   Liability for landlord’s costs, losses and legal expenses etc;

(4)   In circumstances, an obligation to take back the property from the landlord under a new lease.

Considerations for Tenants and Landlords

- For Tenants:

Those looking to assign their lease need to be aware of the potential liability under an AGA. They should consider the financial stability and reliability of their assignee, as any failure on the part of the assignee to comply with the lease terms could result in liability for the assignor.

- For Landlords:

Landlords benefit from an additional layer of security through AGAs, as it ensures that there is always someone responsible for the lease obligations if the current tenant defaults. However, landlords must also ensure that any AGA is properly drafted to be enforceable and compliant with the 1995 Act.

Introduction

If you are selling shares in your company, there are several stages of the legal process where we will need your active involvement and input. This guide sets out what to expect and explains your role at each key stage of the transaction. While there is much that we will handle on your behalf, your cooperation and responsiveness are vital to keeping the deal on track and ensuring your interests are properly protected.

This guide focuses on the parts of the share sale process where we will ask for your direct help and attention. It is not a complete list of everything that takes place, but it highlights the most important steps where we will need your input to move the deal forward.

1. Legal Due Diligence: Answering the Buyer's Questions

Once our engagement is confirmed and our ID and anti-money laundering checks have been completed, the buyer’s solicitor will typically issue a legal due diligence questionnaire. This is a detailed document that contains many questions about your company’s legal, operational, and financial position.

What you need to do:

• We will send the questionnaire to you.
• Your responsibility is to work through the list of questions, typing your replies into the document.
• Where documents are requested (e.g. contracts, policies, certificates), you should provide clear scanned copies or identify where documents are unavailable.
• It is important that your replies are accurate, complete, and truthful, as the buyer is relying on this information in making their decision to proceed.

After this, the buyer’s solicitor may send follow-up enquiries. We will review these and forward them to you with suggested responses where appropriate, but we may need your help in providing clarification or supplying further documentation.

2. Reviewing the Draft Share Purchase Agreement

Once the due diligence stage is underway or completed, we will receive the first draft of the Share Purchase Agreement (SPA) from the buyer’s solicitor. This is the main legal contract for the sale of your shares.

What you need to do:

• We will prepare a written legal report highlighting the key terms of the SPA, identifying any concerns or unusual clauses, and pointing out anything we think you need to consider.
• Your role is to read the report carefully and review the SPA itself.
• You should come back to us with any questions, comments, or points you are unsure about.
• We will also highlight particular parts of the SPA that you should ask your accountant to review — for example, any tax covenants or provisions dealing with completion accounts or earn-outs.

3. Agreeing Amendments to the SPA

Once you have had a chance to review our comments and obtain any necessary accountancy advice, we will prepare a draft version of the SPA with proposed amendments and additions that reflect your comments and protect your position.

What you need to do:

• Review our suggested changes and let us know if you have any further comments or questions.
• Once you are happy with our proposed version, we will send it to the buyer’s solicitor and negotiate the final wording on your behalf.

4. The Disclosure Process

A key part of most share sales is the disclosure exercise. This runs alongside the negotiation of the SPA and focuses on matters that could otherwise give rise to a warranty claim by the buyer.

The warranties in the SPA are a series of statements about the company — for example, that it has no disputes, that all contracts are in place, and that all tax has been paid. If any of these statements are not true, you must make a formal disclosure of the relevant facts.

What you need to do:

• We will send you the warranties and ask for your input on any matters which require disclosure.
• We will also ask for your help in compiling supporting documents (called the disclosure bundle) to accompany the disclosures.
• It is very important that the disclosures are accurate, complete, and properly documented. This helps protect you from claims after the sale completes.

5. Taking Accountancy and Financial Advice

There are several points in the process where we will recommend that you take advice from your accountant. While we will deal with the legal side of the transaction, there are tax and financial consequences that fall outside our scope of advice.

What you need to do:

• Speak to your accountant about tax implications of the sale, including any entrepreneurs’ relief/business asset disposal relief, tax indemnities, or earn-out arrangements.
• Ask your accountant to review any financial provisions in the SPA that we identify as needing their input — such as the handling of accounts, tax warranties, or working capital adjustments.
• If we identify any other areas where professional accountancy advice is recommended, please make sure to act on this promptly.

6. Ancillary Documents

In addition to the SPA, there will be other legal documents that need to be signed and agreed to complete the share sale. These are often referred to as ancillary documents and may include:

• Stock transfer forms (to formally transfer the shares to the buyer)
• Director resignation letters (if you are stepping down from the board at completion)
• Board minutes (to approve the share transfer and resignations)
• Indemnities or other standalone agreements
• Resolutions of the company (as required under the company’s articles)

What you need to do:

• We will prepare or review these documents for you.
• You will need to review and sign them — we will explain what each document is for and ensure you are comfortable with their contents.
• We may need your help gathering certain company records or information needed to prepare these documents.

7. Signing the Documents

The final stage of the process is signing all the completion documents. In most cases, we will deal with this using electronic signature software.

What you need to do:

• You will receive an email with links to the documents requiring your signature.
• Your responsibility is to carefully check each document before signing, following any instructions we provide.
• We will let you know if there are any documents that must be signed as deeds (which may require a witness), or if there are any hard copy documents that need to be signed in person.

Once all documents are signed and the buyer has paid the purchase price, the deal will complete — we’ll confirm this to you and let you know if any post-completion steps are needed.

Your Ongoing Role in the Process

A smooth and efficient share sale relies not only on our legal work, but also on your prompt and full co-operation. This includes responding quickly to our requests, providing accurate and complete information, and sending through any necessary documents in a timely manner.

Delays in providing information or documentation can lead to hold-ups in the process, increased costs, or even loss of buyer confidence. To keep things moving and to help ensure the transaction proceeds without unnecessary stress or delay, we ask that you remain proactive and responsive throughout.

Final Note

The sale of your shares is a legal process that requires teamwork. We are here to guide and protect you through the transaction, but your cooperation — especially in relation to due diligence, disclosure, document review, ancillary documentation, and accountant input — is essential.

Please let us know if you have any questions about this guide or any stage of the process. We’re here to help.

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Introduction

If you own a commercial property in England, you have legal responsibilities under the Regulatory Reform (Fire Safety) Order 2005. This guide explains your duties as a commercial property owner or occupier, whether the property is let to tenants, used for your own business, or is vacant but intended for commercial use.

1. Who is the “Responsible Person”?

Under fire safety law, the “responsible person” is legally accountable for fire safety. This may include:

• The owner of the premises
• The landlord
• The tenant (particularly where the tenant has control of part or all of the premises)
• The employer (if the premises are used as a workplace)
• A managing agent or facilities manager who has day-to-day control

In multi-let or shared premises, there is often more than one responsible person. For example:

• The landlord may be responsible for shared/common areas (entrances, stairwells, fire alarm systems)
• The tenant may be responsible for fire safety within their own demised unit

In such cases, all responsible persons must coordinate and cooperate to ensure fire safety measures are effective throughout the premises.

2. Do the Fire Safety Rules Apply to Me?

✅ Yes – fire safety law applies to all non-domestic premises, including:

• Offices, shops, industrial units, and warehouses
• Restaurants, cafes, salons, and workshops
• Mixed-use buildings (commercial + residential parts)
• Common areas of multi-let commercial or residential buildings

There is no exemption based on property size, layout, or number of staff. Even if you have fewer than five employees, or the building is currently unoccupied, the regulations still apply.

3. Key Legal Obligations for Property Owners

🔍 3.1 Fire Risk Assessment

You must ensure a fire risk assessment is carried out and reviewed regularly.

• This identifies fire hazards and assesses the risk to people.
• You must implement suitable safety measures to reduce or eliminate risks.
• If the business has 5 or more employees, or if the Fire Authority requires it, the assessment must be in writing.
• Even if not legally required, written records are strongly recommended for all owners.

You can carry this out yourself if you feel competent to do so, or you can appoint a professional fire risk assessor.

🧯 3.2 Fire Safety Measures

You must ensure that appropriate fire safety measures are in place, including:

• Fire detection and alarm systems
• Fire extinguishers and fire blankets (where required)
• Emergency exits and escape routes (clearly marked and unobstructed)
• Emergency lighting
• Fire doors and compartmentation
• Fire safety signs

👥 3.3 Information and Cooperation with Tenants

• Provide clear information to tenants or occupiers about fire safety arrangements in shared areas.
• Coordinate with other occupiers to ensure fire safety across the whole building.
• In multi-let buildings, agree who is responsible for:
  • Maintaining shared fire alarm systems
  • Arranging regular fire risk assessments
  • Ensuring escape routes are accessible

This is often covered in the lease or a separate building management agreement.

🧪 3.4 Testing and Maintenance

Regularly check and maintain all fire safety systems, including:

• Alarm systems
• Emergency lighting
• Fire extinguishers
• Fire doors

Keep a record of inspections and servicing.

👨‍🏫 3.5 Training and Evacuation

If you employ staff, you must provide:

• Fire safety training
• Information about evacuation procedures
• Periodic fire drills

If you do not employ staff, ensure any occupiers, visitors, or contractors are aware of fire procedures.

4. Inspections and Enforcement

Your local Fire and Rescue Authority may carry out inspections to check compliance. If they find issues, they can:

• Give informal advice
• Issue an enforcement notice (requiring corrective action)
• Issue a prohibition notice (banning use of unsafe premises)
• Prosecute serious breaches, which may result in fines or imprisonment

5. Proof of Compliance

You must be able to produce documentation to demonstrate that:

• A fire risk assessment has been carried out
• Safety measures are in place and maintained
• You are complying with your duties under the Fire Safety Order

Insurers, lenders, or tenants may ask for written evidence of compliance.

6. Special Cases

• If the property is vacant, you still need to consider fire risks (e.g. arson, electrical faults).
• If you are developing or altering the property, fire safety must be built into the design and approved under Building Regulations.
• For buildings with residential elements, different rules may apply to the residential parts under the Fire Safety Act 2021.

7. Summary Checklist

Obligation	Required?
Carry out fire risk assessment	✅ Yes
Keep written record (if 5+ employees or requested)	✅ Yes
Install and maintain fire safety equipment	✅ Yes
Cooperate with tenants/occupiers	✅ Yes
Provide fire safety information	✅ Yes
Allow inspections by fire authority	✅ Yes

Anyone seeking to operate heavy goods vehicles (HGVs) or passenger service vehicles (PSVs) must approach the Operator’s Licence (O Licence) application process with precision and care—especially where there is a history of regulatory issues. This is particularly important in cases involving previously surrendered or revoked licences.

We were recently instructed by a company whose previous O Licence had been revoked within the past year. The company had entered financial difficulty and was placed into administration. They notified the Office of the Traffic Commissioner (OTC), but unfortunately failed to respond adequately to follow-up inquiries. When the OTC requested further information, the company did not reply. Although they attempted to surrender the licence voluntarily, the Traffic Commissioner (TC) ultimately revoked it.

A new application was submitted by a newly formed company with the same directors. This triggered a public inquiry before the TC—a crucial opportunity to demonstrate two key points:

• That the company would be fully compliant with O Licence requirements

• That the directors retained the necessary repute, despite the circumstances surrounding the administration

We worked closely with the company’s transport manager and directors to prepare a comprehensive submission, which was sent in advance of the hearing (typically required at least two weeks prior). With experienced staff now in place, the compliance issues were straightforward to address. The more challenging aspect was persuading the TC that the directors’ conduct did not warrant refusal of the licence.

TCs scrutinise applications rigorously to uphold the principle of fair competition. In this case, our detailed submission addressed all potential concerns. At the hearing, the director and transport manager provided clear and credible first-person evidence, reinforcing the points made in our written materials. We argued that this operator could be trusted and would conform to O Licence compliance and fair competition.

The licence was granted with immediate effect.

Applying for an Operator’s Licence (O Licence) is more than just completing a form—it's a demonstration of trustworthiness. The Traffic Commissioner (TC) will only grant a licence if satisfied that the applicant can be relied upon to comply with the responsibilities that come with it. That trust starts with the application.

The Application Form – A Critical First Impression

For new applicants, the first and most important step is completing the application form correctly. Done properly, a licence can often be granted within the target timeframe of six weeks or less. Done incorrectly, and the process can stall or even result in a proposed refusal and a call to attend a public inquiry (PI).

One of our clients experienced exactly that.

The Issue: An Honest Mistake with Serious Consequences

Our client had submitted an application which, on its face, appeared to be incomplete. Specifically, it failed to declare a historic association with a previous O Licence application. While the omission was a genuine mistake, it raised a red flag for the TC.

The Office of the Traffic Commissioner (OTC) treated the matter seriously. The failure to declare past associations can suggest negligence—or worse—and it called into question the applicant’s reliability.

Our Approach: Full Disclosure and Positive Evidence

We assisted our client in preparing a comprehensive written submission to the TC's office in advance of the hearing. This included:

• A clear explanation of how the error occurred.
  
  
• Evidence showing that there was no intent to mislead.
  
  
• Detailed information about the client’s proposed compliance systems.
  
  
• Supporting documentation showing that the error had brought no advantage—only the disadvantage of triggering a PI.
  
  

The Outcome: Licence Granted with Conditions

At the public inquiry, the client gave open and honest answers about the error and demonstrated an up-to-date understanding of the maintenance and compliance obligations expected of O Licence holders.

The TC was ultimately satisfied that the application had been made in good faith. The licence was granted, with a condition that the operator complete an independent systems audit within six months and submit the findings to the OTC.

Key Takeaway: Accuracy is Essential

This case serves as a clear reminder of the importance of getting the application right first time. Even minor errors can result in delays, additional scrutiny, and the stress and cost of a public inquiry.

If you're applying for an O Licence, it pays to seek professional guidance from the start. Our team can help you navigate the process, ensure your paperwork is accurate and complete, and give you the best chance of a smooth application.