What is a Memorandum of Sale?

At a Glance

A memorandum of sale is a written record issued by an estate agent once an offer on a property has been accepted. It confirms the agreed price, identifies all parties, and sets out key details such as the expected exchange and completion dates. It is not legally binding, but it usually marks the point where the conveyancing process can begin and gives both buyers and sellers a shared reference point for the transaction ahead.

What Is a Memorandum of Sale?

When a seller accepts an offer on their home, one of the first formal steps is the issuance of a memorandum of sale. This document records the key terms of the agreed sale, confirms that the property is now sold subject to contract, and provides solicitors on both sides with the information they need to begin conveyancing.

It is worth being clear from the outset: a memorandum of sale is not a legally binding contract. Neither the buyer nor the seller is committed to completing the transaction at this stage. What it does do is establish a shared understanding of the deal, create a reference point for everyone involved, and signal that the sale is progressing in the right direction.

Understanding what happens after the memorandum is issued and what can go wrong in the process helps both buyers and sellers move through what follows with greater confidence.

What Details Are Included?

The written record will usually contain the following information, though the exact layout can vary between agents and firms.

It is important to identify the tenure of the property clearly at this stage. Leasehold properties carry additional considerations, including service charges, ground rent, and lease length, which will all need to be addressed during conveyancing.

Who Issues the Memorandum?

In most residential property sales, the memorandum is issued by the estate agent handling the transaction on behalf of the seller. Once the seller accepts an offer, the agent collects the necessary details from both parties and circulates the document to everyone involved, including both sets of solicitors.

However, estate agents are not the only parties who may issue a memorandum. In some cases:

• Cash buyers or investors may issue their own memorandum directly.
• Online agents often handle the memorandum in the same way as traditional agents, though the process may be more automated.
• Auction sales follow a different timeline: the sale document is typically issued immediately after the hammer falls, once the buyer has paid the required deposit and any auction house fees. At that point, the sale is legally binding in a way that differs from a standard private treaty sale.

Choosing an estate agent who manages this process efficiently can make a meaningful difference to how smoothly the transaction moves forward. GetAgent's comparison tool allows you to compare local agents by their performance data, including average sale times and the percentage of asking price they achieve for sellers, so you can choose an agent well suited to your needs.

When Is a Memorandum of Sale Issued?

The memorandum is typically issued shortly after an offer has been accepted by the seller. In straightforward cases, where both parties have their details ready, it can be completed within a few days.

Delays are common, however, and they tend to cluster around a few predictable points.

Common Causes of Delay

If you are a buyer, the most practical thing you can do is prepare before you make an offer. Instructing a solicitor in advance and obtaining a mortgage agreement in principle means you can confirm your position quickly once an offer is accepted. This not only reduces delay but can also make you a more attractive buyer in a competitive market.

Is It Legally Binding?

No. The memorandum is a statement of intent, not a binding contract. Both parties can still withdraw from the transaction after it has been issued, without any legal obligation to proceed.

This is one of the most important things to understand about the document. It confirms that an offer has been accepted and that both sides intend to proceed, but it does not commit either party in the same way that an exchange of contracts does. In England and Wales, a property sale only becomes legally binding at the exchange of contracts, which comes later in the conveyancing process.

In Scotland, the process works differently. Scottish property transactions typically become binding at a much earlier stage, when formal missives are concluded. Buyers and sellers in Scotland should seek advice from a Scottish solicitor, as the legal framework is materially different from that in England and Wales.

For more detail on estate agent responsibilities, read the National Trading Standards Estate Agency Team guidance on property sales and marketing.

What Happens After It Is Issued?

Once the memorandum has been circulated, the property's status on major property portals will typically update from "Under Offer" to "Sold Subject to Contract." This usually signals to other potential buyers that the property is no longer being marketed in the same way, although the exact status can depend on the agent's process and the seller's instructions.

From this point, the conveyancing process formally begins. Both sides will have tasks to complete, and the pace of the transaction largely depends on how efficiently each party responds.

What the Buyer's Side Will Typically Do

• Instruct a conveyancing solicitor if not already done
• Arrange a survey of the property
• Continue with the mortgage application, including a formal valuation by the lender
• Review searches and enquiries raised by the solicitor

What the Seller's Side Will Typically Do

• Complete the TA6 Property Information Form, disclosing relevant information about the property
• Complete the TA10 Fixtures and Fittings Form, confirming what is included in the sale
• Respond to any enquiries raised by the buyer's solicitor
• Liaise with their own solicitor to prepare the draft contract

The TA6 and TA10 forms are standard Law Society documents and are a core part of the conveyancing process. Sellers should take care in completing them accurately, as the information provided forms the basis of the contract.

What Can Go Wrong After the Memorandum Is Issued?

The written record is straightforward in itself, but it does not insulate the transaction from problems elsewhere. Several things can cause a sale to stall or collapse after this point.

Details Change and Solicitors Are Not Notified

Solicitors may use the details in the memorandum as a starting reference when preparing or reviewing the draft contract. If any detail changes after it has been issued, such as a change in solicitor, an adjustment to the agreed price following a survey, or a change in buyer circumstances, all parties need to be informed promptly. Outdated information passed on without correction can cause confusion and delay.

Either Party Withdraws

Because the memorandum is not binding, buyers and sellers retain the right to withdraw at any point before exchange. This can happen for any number of reasons: a survey revealing unexpected issues, a change in personal circumstances, or a buyer finding an alternative property. This practice, sometimes referred to as gazumping when a seller accepts a higher offer, or gazundering when a buyer reduces their offer at the last moment, is legal in England and Wales, though it is widely regarded as frustrating and disruptive.

Chain Complications

Many property sales are part of a chain, where the completion of one transaction depends on several others completing simultaneously. Problems in any part of the chain, such as a buyer losing their job, a surveyor flagging a serious defect, or a lender withdrawing a mortgage offer, can affect every other transaction in the chain. Managing a property chain requires clear communication and, in some cases, patience.

Conveyancing Issues Surface Later

The accepted offer record does not account for all the legal and regulatory complexities that may emerge during conveyancing. Title disputes, restrictive covenants, unresolved planning issues, or problems with building regulations compliance may only come to light during the solicitor's searches and enquiries. These are matters your conveyancing solicitor is best placed to advise on, and any concerns should be directed to them rather than resolved informally.

Citizens Advice explains that a solicitor or licensed conveyancer carries out enquiries and searches before contracts are signed, including checks on ownership, rights of way, access, local authority matters, seller replies, and Land Registry information.

How to Choose the Right Estate Agent for Your Sale

An experienced estate agent can play a meaningful role in keeping a sale on track after the memorandum has been issued. While the legal work sits firmly with your conveyancing solicitor, an agent who communicates clearly, chases progress regularly, and manages expectations across the chain can make a real difference to how smoothly the transaction runs.

According to GetAgent's research, the average UK estate agent fee is 1.18% plus VAT, though fees range from 0.75% to 3% depending on the agent, the area, and the level of service provided. Average sale times also vary considerably by location: in London, properties take an average of 17 weeks to go under offer, compared to 12 weeks in Manchester and 13 weeks in Cardiff.

These differences in performance across agents and areas are exactly why it is worth taking time to compare before instructing. GetAgent draws on data from over 1.2 million UK homeowners to help sellers see which agents have the strongest performance selling homes in their area. Choosing an agent whose performance justifies their fee is a more reliable approach than selecting on price alone.

You can also read more about how the conveyancing process works on our blog for a fuller picture of what to expect once the memorandum has been issued.

References

• Citizens Advice: Buying a home
• National Trading Standards Estate Agency Team
• The Law Society: Transaction forms