The CPSE pre-contract enquiries are completed by choosing the right forms for the transaction, assembling the supporting documents before you sit down to answer, replying to every enquiry accurately with source documents named rather than paraphrased, and sending the finalised pack to the buyer’s solicitor early in the deal. The forms are the standardised enquiries a seller answers during the sale or lease of commercial property in England and Wales, prepared by the Property Support Lawyers Group and published through Practical Law.1Practical Law. Commercial Property Standard Enquiries Getting the choice of forms, the underlying research, or the wording of answers wrong can stall completion or expose you to a misrepresentation claim after the deal closes.
Which Forms Apply to Your Deal
Every commercial transaction starts with CPSE.1 (currently version 4.2), the general pre-contract enquiries. On top of that you add one or two supplemental forms matched to the transaction:
- CPSE.2 (v3.4) if the property has commercial tenants in occupation.
- CPSE.3 (v3.1) when granting a new lease rather than selling a freehold. The prospective landlord completes it.
- CPSE.4 (v3.3) on the assignment of an existing lease, completed by the outgoing tenant.
- CPSE.5 (v3.3.1) for the surrender of a rack rent commercial lease.
- CPSE.6 (v2.0) where a commercial investment includes residential lettings.
- CPSE.7 (v1.3.3), a short-form alternative to CPSE.1 sometimes used for lower-value or straightforward deals.
The suite also includes GN/CPSE (v3.3), the official guidance notes on how to interpret each enquiry, and RQ (v3.18), the formal document the buyer’s solicitor sends to request replies.1Practical Law. Commercial Property Standard Enquiries A freehold sale of a tenanted office building typically calls for CPSE.1 and CPSE.2. A tenant assigning their lease needs CPSE.1 and CPSE.4.
Solicitors with a Practical Law subscription download the current editions directly from the platform. Firms without a subscription often obtain copies through the Law Society or through conveyancing software that embeds the templates. Some public bodies have posted earlier versions as free PDFs, but those may not reflect the current release.2Lancashire County Council. Commercial Property Standard Enquiries Check the version number before you start.
Documents to Have Ready Before You Start
CPSE.1 alone covers more than 30 enquiry topics, and most call for supporting evidence rather than bare assertions. Pulling the paperwork together first saves substantial time and prevents the drip of “we will revert” responses that signal problems to the buyer’s team.
- Title and boundaries: office copy entries, the title plan, and any plans or correspondence clarifying boundary ownership or maintenance responsibilities. Include any past dispute correspondence.
- Planning and building control: planning permissions, building regulation completion certificates, listed building consents, and any outstanding conditions. If works were done without formal approval, you will need to explain rather than leave the enquiry blank.
- Environmental records: asbestos management surveys required for any non-domestic building under the Control of Asbestos Regulations 2012, land contamination assessments, Environment Agency correspondence, and flood risk information.
- Utilities and services: water, gas, electricity, and telecoms connections, including any private drainage or shared supply arrangements.
- Insurance: current buildings policy, claims history, and any uninsured risks.
- Business rates: recent demands and any reliefs or exemptions.
- Lease and occupancy documents where CPSE.2 applies: certified copies of leases, licences to occupy, rent deposit deeds, service charge budgets, and management contracts.
- VAT records: if you have opted to tax, the original option to tax notification sent to HMRC and any acknowledgement.
- Capital allowances records: details of plant and machinery fixtures, whether expenditure has been pooled, and any previous section 198 elections.
Answering the Enquiries
CPSE.1 runs as a series of numbered enquiries with sub-questions, and you type or write responses in the space provided, attaching documents where a short sentence will not do. A few rules apply throughout.
Answer every question. “Not applicable” is fine when the enquiry genuinely does not relate to your property, such as agricultural tenancies on a city-centre office. Leaving a field blank without explanation invites a follow-up and looks evasive. Where the honest answer is that you do not know, say so and describe what you did to try to find out.
Reference documents by name rather than summarising them. Instead of describing a planning permission in your own words, attach it and write “please refer to the attached planning permission dated [date], reference [number].” That keeps your exposure narrow: you are producing the document rather than warranting its contents.
Distinguish what you know from what you were told. If a previous owner mentioned that the roof was replaced in 2015 but you have no documentary proof, say exactly that. The buyer’s solicitor can then decide whether to investigate further.
Capital Allowances and Section 198
The capital allowances enquiries, typically enquiry 32 in CPSE.1, are where deals most often go sideways. Since April 2014, capital allowances on qualifying plant and machinery fixtures in a commercial building must be formally addressed in the sale contract or they are lost forever.
Three conditions must all be met for the buyer to claim allowances on fixtures: the seller must have pooled the expenditure in their tax return, the parties must agree a value for the fixtures, and both must sign a joint election under section 198 of the Capital Allowances Act 2001. CPSE.1 asks whether the seller has pooled expenditure and whether they will enter into a section 198 election if the buyer requests one. Dodging these questions does not just inconvenience the buyer: the allowances vanish from the property permanently, and a buyer who later discovers the loss may pursue a professional negligence claim against the seller’s solicitors.
If you are unsure whether expenditure has been pooled, check with your accountant before answering. A qualified “not so far as the seller is aware” is particularly dangerous here because a court will expect a prudent conveyancer to have made that one phone call.
VAT and the Option to Tax
Commercial property transactions in the UK are normally exempt from VAT. A property owner can, however, opt to tax the building, which converts future supplies of that building into standard-rated supplies at 20 percent.3GOV.UK. VAT Rates Opting to tax is a common strategy for recovering input VAT on development or refurbishment costs.
The enquiries ask whether the seller has opted to tax and, if so, require production of the notification sent to HMRC and any acknowledgement. A common problem: a business decided to opt to tax years earlier and has been charging VAT on rent and recovering input tax, but never formally notified HMRC.4HM Revenue & Customs. Opting to Tax Land and Buildings (VAT Notice 742A) The gap surfaces at sale when the buyer’s advisers ask for evidence, and untangling a missing notification can add weeks to the deal.
If you cannot find your original notification, contact HMRC as early as possible to request confirmation that the option is on their records. This is not something to discover in the final days before exchange.
Using “Not So Far as the Seller Is Aware”
Sellers routinely qualify replies with phrases like “not so far as the seller is aware” to limit exposure on matters they genuinely could not have known. The practice is accepted, but courts treat that phrase as a representation that the seller has no actual knowledge of the matter and that the seller’s solicitors have made all the investigations a prudent conveyancer would be expected to make.5Practical Law. GN/CPSE Guidance Notes on the Commercial Property Standard Enquiries
Using the qualification as a shortcut to avoid actually checking is the single most common seller mistake. Before writing it, consult the relevant files, speak to employees or agents who might know, and confirm there is nothing to disclose. If records have been lost or key personnel have left, say so explicitly and describe what you looked for. A transparent explanation of a gap is far safer than a blanket qualification that later turns out to have concealed a known problem.
One point catches sellers off guard: a reply is a continuing representation. If you answer accurately in March but a new boundary dispute arises or a local authority notice lands before June’s completion, your originally accurate answer has become misleading and you have a duty to update it. Failing to do so creates the same exposure as if you had lied at the start.
Sending the Pack and Handling Follow-Ups
Once the forms are finalised, the seller’s solicitor sends the completed packet to the buyer’s solicitor, usually by secure email or through a document management portal. The exchange happens early in the transaction, alongside the draft contract and official copies of the title. Providing everything at the outset gives the buyer’s team time to review the disclosures while they run their own independent searches: local authority searches, environmental searches, and company searches where the seller is a corporate entity.
Expect follow-up enquiries. The buyer’s solicitor scrutinises every reply and raises additional questions wherever answers are vague, qualified without adequate explanation, or inconsistent with other sources. Common triggers include a planning permission mentioned in the title register but not addressed in the replies, or a service charge budget that does not match the lease terms disclosed in CPSE.2. The buyer’s solicitor has a professional duty to chase proper answers and flag discrepancies to their client.
The exchange continues until the buyer is satisfied that all material facts have been disclosed. A straightforward deal might take two or three rounds over a few weeks. Complex multi-tenanted properties can generate dozens of follow-up enquiries stretching over several months. Finalised enquiries become part of the pre-contract package that informs the purchase price, the contract terms, and any special conditions or indemnities.
What Inaccurate Replies Cost You
The primary legal risk for a seller who gives false or incomplete replies is a claim for misrepresentation under the Misrepresentation Act 1967.6Legislation.gov.uk. Misrepresentation Act 1967 Depending on whether the misrepresentation is fraudulent, negligent, or innocent, the buyer’s remedies range from rescission of the contract to damages, with fraudulent misrepresentation attracting damages assessed on a tort-of-deceit basis that does not require the losses to be reasonably foreseeable.
Most commercial sale contracts incorporate the Standard Commercial Property Conditions, which limit the buyer’s right to rescind to cases where the misrepresentation results from fraud or recklessness or where the buyer would be forced to accept a property substantially different from what was represented. Those limitations are themselves subject to a reasonableness test under the Unfair Contract Terms Act 1977, and courts have held that they do not protect a seller who acted fraudulently.
The exposure does not stop with the seller personally. If agents, employees, or professional advisers helped prepare the replies and the answers turn out to be misleading, those individuals and firms can face their own liability. Capital allowances errors in particular have produced professional indemnity claims against solicitors where a buyer lost allowances permanently because the CPSE replies were wrong. Accurate replies, sourced from documents and researched before you sign them off, are the seller’s best protection against a claim that might otherwise dwarf the profit from the sale.