Section 5A Notice Template for the United Kingdom

A Section 5A Notice usually covers the following.

• Landlord and property details: Identify the landlord, the building or premises to which the notice relates and the flats held by qualifying tenants.
• Nature of the proposed disposal: State clearly what interest is being offered, for example the freehold or a head leasehold interest, and the extent of the property affected.
• Principal terms of the offer: Set out the proposed price or consideration and the other main terms on which the landlord proposes to make the disposal.
• Right of first refusal statement: Explain that the notice constitutes an offer to the qualifying tenants and is served under their statutory right of first refusal.
• Acceptance period: Specify the period, which must be at least the statutory minimum, within which the requisite majority of qualifying tenants may accept the offer.
• Period to nominate a purchaser: State the further period allowed for the tenants to nominate a person or entity to take the interest if the offer is accepted.
• Consequences of no acceptance: Note that if the tenants do not accept within the period, the landlord may proceed to dispose to a third party on terms no more favourable than those offered.
• Service and date details: Record the date of service and confirm the notice has been given to the required proportion of qualifying tenants.

What does “no more favourable” mean under the Landlord and Tenant Act 1987?

“No more favourable” is the phrase used in the Landlord and Tenant Act 1987 to control what happens after qualifying tenants decline the offer. If the tenants do not accept within the acceptance period, the landlord can sell to an outside buyer, but only on terms that are no more favourable to that buyer than the terms set out in the Section 5A Notice. In practice this means the landlord cannot quietly drop the price, extend the payment time, or soften the principal terms once the tenants have passed. If the third-party deal ends up more favourable, the landlord must serve a fresh offer notice and give the qualifying tenants the chance to buy on those better terms. This rule is what stops the right of first refusal from being a formality.

How long does the acceptance period run?

The acceptance period is fixed by the notice and must meet the statutory minimum, which is a period of at least two months from the date the notice is served on the qualifying tenants. A further period, again of at least two months, then runs for the tenants to nominate a purchaser once the offer is accepted. Read each period from the actual date of service, not the date on the letter, because a miscounted month can leave the notice open to challenge. The “no more favourable” ceiling on any later third-party sale itself applies for a defined period after the tenants decline, so a landlord planning a disposal in 2026 should map every date before committing to a completion timetable.

Who are qualifying tenants and how does the majority work?

Qualifying tenants are, broadly, the long leaseholders of flats in the premises who hold under a residential tenancy that the Act recognises. Business tenancies, certain short lets and tenancies of more than one flat can fall outside the definition, so it is worth checking whether each flat's tenancy exists within the qualifying category before you serve. For the offer to be accepted, the requisite majority of qualifying tenants (more than half of those entitled to acceptance) must respond within the acceptance period. The same group then works together to nominate a purchaser, which can be a company they set up for the acquisition. Keeping an accurate register of the flats and their qualifying tenants at the time of service helps you prove the notice reached the required proportion.

When does a landlord use a Section 5A Notice?

A landlord uses a Section 5A Notice when the proposed disposal is to be made by way of a contract for sale, as opposed to an auction or an option, and the premises contain flats held by qualifying tenants. Timing matters. The notice must be served before the landlord enters into a binding contract with a third party, and the statutory periods must run their course before the landlord is free to complete elsewhere. Serving too late, or completing a private sale during the acceptance window, can make the disposal challengeable and expose the landlord to compliance risk. A clear service record, showing the date each notice was given and to whom, gives the landlord protection if the process is later questioned.

How does the Section 5A Notice fit the wider enfranchisement process?

The Section 5A Notice is one step in the right of first refusal that Parliament gave leaseholders over the disposal of their block. It comes before any collective enfranchisement claim and works independently of it. The notice sets the offer, the acceptance period fixes the time the tenants have to say yes, and the nomination period gives them time to name a buyer. If they accept and nominate, the sale proceeds to that nominee on the stated terms. If they do not, the “no more favourable” ceiling governs any later sale for a defined period. To keep every notice consistent and reduce the risk of a defective service, GenieAI can draft, review and flag risks in property notices against your own playbook.