12. Post Completion | Gatehouse Bank Handb

12. POST COMPLETION

12.1 Registration

You will be responsible for dealing with registration at HM Land Registry. To confirm, the registrations will usually include the following:

i. registration of the transfer or lease to the Bank;
ii. registration of the lease from the Bank to the Client (if for a term over seven years) or noting the lease on the Property title held by the Bank (if for a term of seven years or less); and
iii. registering the Bank's legal charge over the leasehold title if the lease is registrable pursuant to (ii) above.

The consideration and/or the price paid/value to be quoted on Land Registry applications is the purchase price paid to the seller/transferor of the property or, in the case of a re-finance, the property value (not the finance amount).

You may wish to refer to the general guidance provided below when submitting your applications to HM Land Registry. Please note that the information provided below is for general guidance only. You are responsible for ensuring that any application submitted to HM Land Registry is accurate and complete.

Please ensure you complete the registrations as agreed in the conditions precedent checklist.

a) Application(s) before the transfer/assignment to the Bank

Where there is an initial transfer of equity, or an initial transfer/grant/assignment from the vendor(s) to your client(s), please submit this application before submitting the application for the transfer/assignment to the Bank.

In exceptional cases, it may be necessary to submit two applications before the application for the transfer/assignment to the Bank. For example, this may occur where there is (1) an initial transfer from an existing Diminishing Musharakah facility provider to the original applicants of that facility, followed by (2) a transfer of equity, which would both need to be completed before the transfer/assignment to the Bank.

b) Application for the transfer/grant/assignment to the Bank

Please note the following important points when completing the relevant fields in the online system through which the application is submitted to HM Land Registry (Digital Registration Service accessed via portal or Business Gateway):

As the certifying lawyer acting on behalf of the Bank in this matter, you are instructed by the Bank to submit this application on its behalf. Please ensure that your submission to HM Land Registry clearly states that you are acting for the Bank.

You must note in your application that this is one of two or more connected Islamic finance applications and you must provide the reference(s) for the other connected application(s). Please note that it is not possible to communicate this through the fields in DRS (as it used to be possible with a paper Form AP1) so you will need to upload correspondence to confirm.

You would typically need to submit the following documents with this application:

1. TR1/TP1/New Lease executed by the transferor/lessor

2. SDLT5 Certificate

3. Any other documentation required by HM Land Registry, such as a Certificate of Compliance, Grant of Probate, Marriage Certificate, etc.

c) Application for the leaseback to your client(s), and charge in favour of the Bank

Land Registry requires that all parties to the transaction (including the Bank’s attorney) must be accounted for with regard to evidence of identity. The Land Registry system will prompt you to confirm the position with regard to each party to the transaction. The Bank’s attorney is not represented. We confirm that sufficient steps have been taken to verify their identity, enabling you to provide the necessary confirmation to HM Land Registry in your application.

Please ensure the leaseback is submitted as a new lease application and not as a dealing.

You must note in your application that this is one of two or more connected Islamic finance applications and you must provide the reference(s) for the other connected application(s). Please note that it is not possible to communicate this through the fields in DRS (as it used to be possible with a paper Form AP1) so you will need to upload correspondence to confirm.

You would typically need to submit the following documents with this application:

1. The Lease, as a single document comprising:

The Lease executed by the Bank
The Diminishing Musharakah Agreement executed by the Bank
The Service Agency Agreement executed by the Bank
A copy of the Terms and Conditions

2. The Legal Charge, as a single document comprising:

The Legal Charge executed by your client(s)
The Diminishing Musharakah Agreement executed by your client(s)
The Service Agency Agreement executed by your client(s)
The Terms and Conditions Acknowledgement executed by your client(s)
A copy of the Terms and Conditions

3. Where there are two or more applicants to the facility, a completed Form JO to confirm how your clients are to hold the leaseback title.

Alternatively, you may manuscript amend LR14 of the lease executed by the Bank to add the declaration of trust. We confirm you have the Bank’s authority to amend LR14 as may be required, provided (1) you do so in accordance with the requirements of HM Land Registry Practice Guide 82, and (2) you amend the counterpart signed by your client(s) so both versions of the signed lease contain identical terms.

4. The PG82 Certificate confirming the Bank-signed Lease, Diminishing Musharakah Agreement, and Service Agency Agreement have been signed in accordance with HM Land Registry Practice Guide 82.

5. The certified copy of the Power of Attorney executed by Gatehouse Bank plc, pursuant to which the Lease, Diminishing Musharakah Agreement, and Service Agency Agreement have been executed on its behalf.

6. An RX1 to create the restriction noted in the Legal Charge. You will need to prepare the RX1, as we do not provide this or any standard wording.

Please note that more recent versions of the finance documents contain an MD reference. Where the finance documents contain an MD reference, you do NOT need to submit an RX1 to apply for the restriction noted in the Legal Charge, and HM Land Registry will add the restriction automatically for you.

7. An SDLT5 Certificate, if you consider this to be required.

If an SDLT5 Certificate is not submitted with your application, you must provide an explanation to HM Land Registry as to why it is not required. You may wish to adapt the following template letter, which has been provided by HM Land Registry, for that purpose:

“Dear Land Registry

Property: [full property description of the property in respect of which the lease is granted].

There is no requirement to file an SDLT return where (as in this case) an alternative property finance arrangement has been used to comply with Sharia law, and the alternative finance provider pays the SDLT under the arrangement.

In accordance with section 71A(3) of the Finance Act 2003, a second transaction is exempt from charge if the SDLT requirements relating to the first transaction are complied with, including payment of any stamp duty land tax due on the first transaction.

We hereby confirm that the Property has been purchased by [name of tenant under the lease] under an alternative Sharia property finance arrangement.

This transaction is the second transaction under the arrangement, and we confirm that all SDLT provisions as required by the Finance Act 2003 relating to the first transaction have been complied with.

Therefore, the second transaction which forms the subject of this lease application is not notifiable and an SDLT return is not required.

Yours faithfully

[lodging conveyancer name]"

8. Where required, a Certificate of Compliance for the grant of the leaseback.

9. Where your client is a corporate entity, a copy of the Companies House Certificate of Registration of Charge. Please download this document from the Companies House website.

You may also wish to consider including the following wording in your application:

“Companies House Registration Certificate. Charge dated [………].

Certificate of registration of charge at Companies House: (i) this Certificate of Registration relates to the charge dated […………] submitted for registration and (ii) the charge lodged for registration is a certified copy of the original charge of which either a copy or redacted copy has been filed at Companies House (in accordance with s.859G of the Companies Act 2006).”

12.2 Removal of Security

If the Client is a corporate entity and there is existing security registered against the Client at Companies House, you are required to apply to discharge these on completion and confirm the same to the Bank's solicitor.

12.3 Legal Representation on Redemption

The Bank will be represented by its own solicitors on redemption. They will arrange for the transfer of title and discharge of the legal charge affecting the property and release of any debenture granted by the Client.

Please note that the Client will need to appoint solicitors to represent them in respect of the redemption. The Bank’s solicitors will not be able to represent the Client jointly with the Bank during the redemption process. This is to avoid a potential conflict of interest, as they would be acting for both the buyer and seller of the title.

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