What Is a Memorandum of Sale?

A memorandum of sale is the document an estate agent issues once your offer is accepted. It records the agreed terms of the deal — the price, the buyer and seller, both solicitors, the property address and any conditions — and is sent to both sides and their conveyancers, usually within 24 to 72 hours. It is the paperwork that fires the starting gun on conveyancing. What it is not is a contract: a memorandum of sale is issued "subject to contract" and is not legally binding. Until contracts are formally exchanged, either party can still walk away.

What a memorandum of sale actually is

Once a seller accepts an offer, someone has to write down what's been agreed and tell everyone who needs to know. That's the memorandum of sale. It's a short, factual document — sometimes called a "memo of sale", "notification of sale" or "sales advice" depending on the agent — and its whole job is to put the deal on the record and hand the professionals the details they need to get moving.

It's easy to overstate its importance because it feels like a milestone, and emotionally it is. You've had the offer accepted; the memo lands in your inbox; it feels sold. But legally, in England and Wales, you are still a long way from a done deal. The memorandum is administrative, not contractual. It doesn't transfer anything, doesn't bind anyone, and doesn't stop the sale collapsing. It simply says: here's what's been agreed, here's who's involved, off you go.

What's in it

There's no rigid legal template, so the exact layout varies between agencies. But a proper memorandum of sale will always cover the same core facts:

Detail	Why it's there
Agreed sale price	The figure both sides have accepted — the anchor for everything that follows
Property address	Identifies exactly what's being sold, including any land or outbuildings
Buyer's full name and contact details	So solicitors and the agent can reach them
Seller's full name and contact details	The same, on the other side of the deal
Both solicitors / conveyancers	Names and firms, so the legal work can begin
Estate agent's details	Point of contact chasing the sale along
Tenure	Freehold or leasehold — it changes what the buyer's solicitor investigates
Any special conditions	Fixtures included, a chain, timescales, or anything else agreed
"Subject to contract"	The crucial line confirming nothing here is yet binding

Some memos also note the buyer's position — whether they're a first-time buyer, chain-free, or a cash buyer — and whether they've a mortgage agreement in principle. That context helps the seller and agent judge how solid the buyer really is, which matters more than most people realise.

Who issues it, and how quickly

The estate agent handling the sale writes and distributes the memorandum. That's true whether it's a high-street agent, an online agent, or an auction house confirming a sale. If you've sold privately without an agent, your solicitor or conveyancer typically produces the equivalent paperwork instead.

Speed varies. A well-run agency issues the memo within a day or two of the offer being accepted — 24 to 72 hours is the norm. It can stretch longer if either party is slow to supply solicitor details or ID, or if the agent is simply disorganised. And here's a point worth making plainly: chasing this document is worth your energy. Every day the memo isn't out is a day neither solicitor can start. On a chain, that lost time compounds. If your agent is dragging their feet, push them.

Is a memorandum of sale legally binding? (No — and this matters)

This is the question that trips people up, so let's be blunt about it. A memorandum of sale is not legally binding. It carries the words "subject to contract" precisely to make that clear. It does not lock in the price. It does not oblige the buyer to buy or the seller to sell. Either party can pull out, right up until the moment contracts are exchanged, and neither owes the other compensation for doing so.

That's not a quirk — it's the fundamental design of the English and Welsh system, and it's the root of two things buyers and sellers dread:

• Gazumping — where the seller accepts a higher offer from someone else after already agreeing to sell to you. Perfectly legal before exchange, because your accepted offer was never binding. Agents are legally required to pass on all offers they receive, which is exactly why a higher bid can surface after "sold subject to contract".
• Gazundering — the mirror image, where the buyer drops their offer at the last minute, gambling that the seller is too far in to refuse. Also legal before exchange.

Scotland works differently — there, the process reaches a binding stage much earlier through concluded missives — but across England, Wales and Northern Ireland, the memorandum of sale buys you no legal security whatsoever. If you want the jargon around all this untangled, our property jargon explained guide covers the terms you'll meet along the way, and what "under offer" means is a useful companion read.

What happens after the memorandum of sale

The memo goes out, and the conveyancing machine starts turning. Here's the sequence, roughly in order.

1. Solicitors are instructed and ID is checked

Both conveyancers formally take on the job. Before they can do much, anti-money-laundering rules require them (and the estate agent) to verify everyone's identity and, for the buyer, the source of their funds. Have your passport, driving licence and proof of address ready — this is a common early snag.

2. The seller's solicitor prepares the contract pack

Your side draws up the draft contract and gathers the title deeds, the property information form (TA6), the fittings and contents form (TA10), and — if it's leasehold — the leasehold information (TA7) and management pack. Getting these back promptly and honestly keeps the sale moving.

3. The buyer's solicitor runs searches and enquiries

The buyer's side orders local authority, environmental, water and drainage searches, and raises enquiries about anything unclear. This is often the slowest stage, and local-authority search turnaround varies wildly by council.

4. Survey and mortgage

The buyer commissions a survey and their lender carries out a mortgage valuation. If either throws up a problem — a down-valuation, say, or a structural issue — the price can be renegotiated here.

5. Exchange of contracts

Once searches, enquiries, survey and mortgage are all settled and both parties are ready, contracts are exchanged. This is the moment the sale becomes legally binding and a completion date is fixed. The buyer usually pays a deposit, and from here neither side can walk away without serious financial penalty.

6. Completion

On completion day the money moves, the keys change hands, and the property is legally the buyer's. Done.

How long does it all take?

From memorandum of sale to completion, a typical UK transaction runs around 2 to 3 months — often quoted as 12 to 16 weeks — though a chain, a leasehold, or a slow local authority can push it well beyond that. The memo itself is issued in the first few days; the bulk of the time goes on searches, enquiries and mortgage arrangements.

Stage	Rough timescale
Offer accepted → memorandum issued	1–3 days
Solicitors instructed, ID checks, contract pack	1–3 weeks
Searches and enquiries	3–8 weeks (varies by council)
Survey and mortgage offer	2–4 weeks (often overlapping)
Exchange of contracts	Once all the above clears
Exchange → completion	Typically 1–4 weeks later

Does the memorandum mean the sale is secure? A worked reality check

No — and it's worth sitting with that, because a lot of stress comes from assuming otherwise. Here's a scenario that plays out constantly. You accept an offer of £265,000 on a Tuesday. The memo lands Thursday. It feels sold. You start packing, book a removal firm, put down a holding deposit on your onward purchase.

Six weeks later the buyer's survey flags damp and a dodgy roof, and they come back asking for £12,000 off. Or their mortgage lender down-values the property. Or they simply get cold feet and pull out. None of that breaches any agreement, because the memorandum never bound them. Roughly one in four agreed sales in the UK collapse before completion, and the memorandum of sale offers no protection against any of it. Treat it as encouraging progress, not a guarantee — and hold your nerve (and your spending) until exchange.

What should you actually do when the memorandum arrives?

Plenty of sellers receive the memo and assume the ball is now entirely in the solicitors' court. It isn't — there are a few things you should do straight away that materially affect how smoothly the next three months go.

First, read it line by line and check every detail against what you agreed: the price, your name, the buyer's, both solicitor firms, and any conditions such as which fixtures are included. Second, get your identification and proof of address to your conveyancer immediately, because the anti-money-laundering checks can't start until they have them and nothing moves until they clear. Third, if you're the seller, start filling in the property information forms (the TA6 and TA10) — the sooner your solicitor has an accurate contract pack ready, the sooner it can go to the buyer's side. Fourth, if you have an onward purchase, resist the urge to commit money to it. A holding deposit or non-refundable survey fee on your next home is a gamble while your own sale is still unbinding. Finally, agree with your agent how you'll stay in touch, and set the expectation that you want prompt updates. A sale that's actively managed moves faster than one left to drift, and the memorandum stage is where good habits pay off most.

Memorandum of sale vs the documents people confuse it with

Part of the confusion around the memo is that the sale process is littered with paperwork, and it's easy to mix them up. Here's how the memorandum sits alongside the others.

Document	What it does	Binding?
Memorandum of sale	Records the agreed terms and starts conveyancing	No
Draft contract	The seller's solicitor's proposed terms of sale	No, until signed and exchanged
TA6 / TA10 forms	Seller's disclosures about the property and its fittings	No, but must be truthful
Exchange of contracts	Both signed contracts swapped; completion date fixed	Yes — fully binding
TR1 / transfer deed	Legally transfers ownership at completion	Yes

The takeaway is simple: of everything you'll see before exchange, none of it binds anyone. The memorandum is the first and friendliest-looking of that pile, which is exactly why people over-trust it. Keep the mental line firmly at exchange of contracts — that's where "agreed" becomes "guaranteed".

What if the memorandum has a mistake?

They're drafted by busy agents, so errors happen — a transposed price, a misspelled name, the wrong solicitor, a missing condition you'd agreed. Read yours carefully the moment it arrives, because these small slips cause outsized delays once solicitors start relying on them. If the price is wrong, or a condition you negotiated (fixtures staying, a particular completion window) isn't recorded, flag it to the agent in writing straight away and ask for a corrected version. Don't assume a verbal agreement will hold if it's not on the memo — get everything material written down. Correcting an error on day one is trivial; discovering it at the point of exchange is a headache that can cost you weeks.

The memorandum of sale in a chain

If your sale is part of a chain, the memorandum takes on extra weight, because every link's memo needs to be issued before the whole chain can progress in step. One slow agent or one buyer who hasn't instructed a solicitor holds up everyone above and below them. This is why proactive chasing pays off so handsomely in a chain: the transaction can only move at the speed of its slowest participant, and the memorandum stage is the first place a laggard reveals themselves. If you're in a chain, ask your agent to confirm that memos have gone out for every link, not just yours — it's a quick way to spot trouble early.

How to protect a sale that isn't yet binding

You can't make the memorandum binding, but you can reduce the odds of a collapse. From experience, these are the things that actually help:

• Instruct a proactive conveyancer. The biggest cause of fall-throughs is delay, and delay breeds doubt. A responsive solicitor who returns enquiries in days, not weeks, keeps momentum on your side.
• Reply to everything fast. Forms, ID, questions — the quicker you turn them around, the shorter the window in which the deal can wobble.
• Be honest on the property forms. Hiding a known problem almost always surfaces in searches or the survey, and nothing kills a sale faster than a buyer who feels misled.
• Keep the chain informed. If you're in a chain, a single stalled link stalls everyone. Gentle, regular chasing through the agent helps.
• Consider a lock-out or reservation agreement for extra commitment, though these are still relatively uncommon in England and Wales.

The memorandum of sale on a fast cash sale

If you sell to a cash house-buying company rather than on the open market, the paperwork is simpler and the timeline shorter, but the same legal principle applies: nothing is binding until contracts exchange. The difference is that a genuine cash buyer has funds ready and no chain, so the gap between memorandum and exchange is measured in days, not months — which slashes the window for anything to go wrong.

The health warning is the same one we give everywhere: verify the buyer. A legitimate company will belong to the National Association of Property Buyers (NAPB) and be registered with The Property Ombudsman (TPO), giving you a proper complaints route. Ask for proof of funds, insist on the offer in writing, and be suspicious of any figure that looks too generous — if a cash offer sits well above 82% of market value, it may be a hook that gets quietly reduced before completion. Our guide to the best house-buying companies and our overview of how cash house buyers work both cover how to separate the reputable buyers from the rest.

Frequently asked questions

What is a memorandum of sale?

It's the document an estate agent issues once an offer is accepted, recording the agreed terms — price, buyer and seller details, both solicitors, the property address and any conditions — and sent to both parties and their solicitors. It confirms a sale has been agreed and starts the conveyancing.

Is a memorandum of sale legally binding?

No. It's issued "subject to contract" and carries no legal force. The sale only becomes binding at exchange of contracts. Until then the price isn't locked and either side can withdraw without penalty.

Who issues the memorandum of sale?

The estate agent handling the sale, once the offer is accepted. They send it to the buyer, the seller and both of their solicitors, usually within 24 to 72 hours. On a private sale with no agent, a solicitor produces the equivalent.

What does a memorandum of sale include?

The agreed price, the buyer and seller details, both solicitors, the property address, the tenure, any special conditions, and confirmation that the sale is subject to contract.

What happens after the memorandum of sale is issued?

Conveyancing begins. Solicitors are instructed and run ID checks, the seller's solicitor prepares the contract pack, and the buyer's solicitor orders searches and raises enquiries, all working toward exchange of contracts and then completion.

Does a memorandum of sale mean my sale is secure?

No. It confirms the deal and kicks off the legal process, but the sale isn't secure until exchange of contracts. Before exchange either side can still pull out, and around one in four agreed sales fall through.

The bottom line

The memorandum of sale is a genuine milestone worth celebrating — it means your offer's accepted and the wheels are turning. But keep it in proportion. It's confirmation and a starting gun, not a contract or a guarantee. The real security comes at exchange, weeks down the line, and until then the smartest thing you can do is keep the process moving fast: instruct a sharp conveyancer, answer everything promptly, and stay honest on the forms. And if the uncertainty of the open market simply won't work for your situation, remember there's a faster, firmer route.

Ready Steady Sell, founded by Lisa Hayes, helps homeowners across the UK understand every stage of a sale and choose between the open market and a fast, guaranteed cash sale. Start with a proper valuation, or see how to sell your house fast if certainty matters more than squeezing out the last few percent.