My Conveyancing Specialist · A plain-English guide for buyers and sellers in England and Wales · Last reviewed September 2026
A memorandum of sale is the document your estate agent produces once your offer is accepted — it sets out the agreed terms of the sale and kicks off the legal work. It’s an important milestone, but a common source of confusion, because it isn’t a contract and it isn’t legally binding. Here’s what a memorandum of sale is, what it includes, and what happens next.
In short
- A memorandum of sale is a document produced by the estate agent once a seller accepts an offer, summarising the agreed terms.
- It records the agreed sale price, the property, and the buyer, seller and their solicitors’ details.
- It is not legally binding — the sale is “subject to contract” until exchange of contracts.
- It’s the trigger for the conveyancing process to begin, so both solicitors can get started.
- Either the buyer or seller can still pull out until contracts are exchanged.
What is a memorandum of sale?
A memorandum of sale — sometimes called a Notification of Sale — is a written confirmation of the key details of a property sale, drawn up once the seller accepts an offer. It marks the moment a sale is agreed and gives everyone involved the same information so the legal process can begin. It is not the same as a contract: it simply records what’s been agreed “subject to contract,” so nothing is set in stone yet.
Who issues a memorandum of sale?
The estate agent handling the sale normally produces the memorandum of sale and circulates it to the relevant parties — the buyer, the seller, and both sides’ solicitors. In a property auction it’s the auctioneer, and with a quick-sale home-buying company it’s that company. In a private sale with no estate agent, the seller (or their solicitor) draws it up.
What does a memorandum of sale include?
Wording varies, but a memorandum of sale typically sets out:
- The agreed price for the property
- The complete address of the property (and often its Land Registry title number)
- The buyer’s and seller’s names and contact details
- The solicitor details for both sides — the legal representatives who’ll handle the conveyancing
- The estate agent’s details
- Whether the property is freehold or leasehold
- The buyer’s position — cash buyer or mortgage, and where they are in any property chain
- Any special conditions — fixtures and fittings included, or target timescales
- A note that the sale is “sold subject to contract”
Everyone’s personal information on it is data protected and used only to progress the sale.
When is a memorandum of sale issued?
It’s issued once the seller formally accepts an offer, usually within a few days of offer acceptance. Getting it out quickly matters, because the sooner both solicitors have it, the sooner the conveyancing process begins — and the sooner you can work towards exchange.
Is a memorandum of sale legally binding?
No. A memorandum of sale is not a legally binding document. In England and Wales a property sale only becomes binding at exchange of contracts, which comes weeks later once searches, enquiries, the mortgage and any survey are complete. Until then the sale remains “subject to contract,” and either the buyer or the seller can pull out or change the terms without legal penalty. It’s this gap that allows practices like gazumping and gazundering — so while the memorandum of sale is an encouraging milestone, it’s not a guarantee.
What happens after the memorandum of sale?
The memorandum of sale is the starting gun for the legal work. In broad order, what follows is:
- Instruct your solicitor. Both sides appoint a conveyancer; the buyer’s solicitor and seller’s solicitor open their files using the memorandum.
- Property searches and enquiries. The buyer’s solicitor orders property searches and raises enquiries on the title, and the seller’s side prepares the contract pack (including a leasehold information form if the property is leasehold).
- Mortgage and survey. The buyer’s mortgage lender carries out its valuation and issues the mortgage offer, and the buyer arranges a survey — from a RICS general condition report or HomeBuyer survey up to a full building survey.
- Exchange of contracts. Once everyone’s satisfied, contracts are signed and exchanged, and a completion date is set. The sale is now legally binding.
- Completion. The money is transferred and the keys are handed over — see what happens on completion day.
How long after a memorandum of sale to completion?
For a typical transaction, expect roughly 8 to 12 weeks from memorandum of sale to completion, though it depends heavily on the length of the chain, how quickly searches come back, and how promptly everyone responds to enquiries. Prompt communication and instructing your solicitor early are the best ways to avoid unnecessary delays. Our guide to how long it takes to buy a house goes into more detail.
Can you pull out after a memorandum of sale?
Yes. Because it isn’t binding, either party can withdraw at any point up to exchange of contracts. That’s frustrating if it happens to you, but it also means you’re not committed until you’re ready. The way to reduce the risk is to move through the legal work quickly, shortening the window in which either side can change their mind.
Do you need a solicitor for a memorandum of sale?
The estate agent produces the memorandum itself, so you don’t need a solicitor to create it — but it’s the cue to instruct your conveyancer straight away, because their details go on it and they act on it immediately. Having a conveyancer lined up before your offer is even accepted is one of the simplest ways to keep your purchase moving.
Key takeaways
- A memorandum of sale confirms the agreed terms of a sale once an offer is accepted.
- The estate agent issues it to the buyer, seller and both solicitors.
- It’s not legally binding — that only happens at exchange of contracts.
- It starts the conveyancing process; instruct your solicitor promptly.
- Either side can still pull out until contracts are exchanged.
Frequently asked questions
Who draws up a memorandum of sale? The estate agent handling the sale (or the auctioneer, home-buying company, or the seller in a private sale). It’s then sent to both parties and their solicitors.
Is a memorandum of sale legally binding? No. It records what’s agreed “subject to contract.” The sale only becomes binding at exchange of contracts.
How long after a memorandum of sale to completion? Usually around 8 to 12 weeks, depending on the chain, searches and how quickly enquiries are answered.
Can a buyer or seller pull out after a memorandum of sale? Yes — either side can withdraw up to exchange of contracts, as nothing is binding before then.
Do I need to do anything with a memorandum of sale? Check the details are correct, then make sure your conveyancer has it so they can begin the legal work.
This guide is general information as at September 2026 and is not legal advice. Your conveyancer will advise on the specifics of your transaction.
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