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 leaseholders 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 contact details: Record the date of service, the address and contact details for the landlord or managing agent handling responses, and confirm the notice has been given to the required proportion of qualifying tenants.

What is a Section 5A Notice and what does the right of first refusal mean?

A Section 5A Notice is the written offer a landlord serves on qualifying tenants before selling a block of flats by contract in England and Wales. It gives those tenants the right of first refusal, meaning the tenants have the first chance to buy the landlord's interest on the stated terms before any outside purchaser can. The tenant right applies to long leaseholders of flats in the building, and a tenant who holds a flat under a qualifying lease is entitled to be offered the purchase before a third party. The notice names the price, the principal terms and the dates by which the tenants must respond.

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 leaseholders 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 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.

What is the difference between a Section 5 notice and a Section 5A notice?

Section 5 of the Landlord and Tenant Act 1987 sets the general duty to offer a disposal to qualifying tenants first. The Act then splits that duty into different notice types depending on how the sale is structured. A Section 5A notice is the form used when the disposal is to be made by contract for sale, which is the most common route for a freehold or head lease of a residential block. Other forms, such as a Section 5B notice for a sale by auction, exist for different transaction types. If you are searching for a “section 5 notice freehold template”, the Section 5A form is usually the one that applies to a straightforward contract sale of the freehold. The table below summarises the common variants.

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 leaseholders 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, often described as qualifying leaseholders, are broadly the long leaseholders of flats in the building 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 sits within the qualifying category before you serve. For the offer to be accepted, the requisite majority (more than half of the number of tenants entitled to respond) must reply within the window. 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, the personal details of each leaseholder and their contact information at the time of service helps you prove the notice reached the required proportion, and it is common for a managing agent to hold this information alongside the block's records.

Is it a criminal offence to skip a Section 5A Notice?

Yes. Under the Landlord and Tenant Act 1987, a landlord who makes a relevant disposal of premises containing flats held by qualifying tenants without first serving the required offer notice commits a criminal offence and can be prosecuted. The qualifying tenants also gain rights against the new owner, including the ability to require the buyer to hand over the interest on the same terms. This is why the service record matters so much across the whole area of residential leasehold disposals: the offence attaches to the failure to offer, so evidence of correct and timely service protects the landlord.

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 sale 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. A Section 5A Notice often sits alongside the underlying lease agreement and the sale contract, so keeping the terms consistent across those documents reduces the chance of a defective service.

Should a landlord use a managing agent or solicitor to serve the notice?

Many landlords ask their managing agent or a conveyancing solicitor to prepare and serve the notice, because getting the names, the number of qualifying flats and the service dates right is what keeps the disposal valid. A managing agent or solicitor who already holds the block's records can confirm which leases qualify and keep proof of service. For teams running the process in-house, GenieAI can draft, review and flag risks in property notices against your own playbook, so every Section 5A Notice stays consistent and the service record is complete.