If you’re in England or Wales and buying a home or selling your property, then you might come across a deed of covenant.
You’ll usually hear about a deed of covenant partway through the transaction. It’s essentially a promise between two parties, usually about how a property can (or can’t) be used. Covenants are especially common in leasehold sales, but freeholders on managed estates run into them too.
Here, we explore what a deed of covenant is, when you’ll need one, how to correctly sign it, what it costs and what happens if someone breaks the promise inside it.
Please note: if you’re searching for a deed of covenant used for charitable giving or tax relief, that’s a different legal arrangement that isn’t covered here. This guide is about deeds of covenant in property and conveyancing.
What Is a Deed of Covenant?
A deed of covenant is a formal, legally binding document in which one party promises to do, or not do, something in relation to land or property. Covenants are most commonly used when a leaseholder buys a home and needs to formally agree to take on the previous owner’s obligations to the freeholder or management company.
Deed of covenant meaning in plain English
Take away the legal language and a deed of covenant is really just a written promise that’s serious enough to need a witness.
To understand how it works, it helps to know who’s who:
- Covenantor: the person making the promise, usually you, the buyer/
- Covenantee: the person who benefits from the promise and can enforce it, often the freeholder, a management company, or even a neighbour.
- Freeholder: owns the land and property outright and permanently.
- Leaseholder: owns the property for a fixed term set out in the lease, and typically pays ground rent to the freeholder.
If you’re unsure of any other terms, check out our conveyancing jargon buster, which breaks down more of the language you’ll hear throughout your purchase or sale.
What’s the difference between a deed of covenant and a standard contract?
A deed of covenant looks similar to a contract, but the law treats it differently in the following ways:
- A normal contract requires something of value to change hands, but a deed doesn’t – the promise itself is enough to make it binding.
- A deed must be signed, witnessed and delivered to be valid, while a standard contract doesn’t require witnessing.
- There’s a longer enforcement window – you can typically be pursued for breaching a deed for up to 12 years under the Limitation Act 1980, compared with 6 years for a simple contract.
Types of Covenants You Might Come Across
Most deeds of covenant fall into one of two categories, and it’s worth knowing the difference before you sign anything.
Restrictive (negative) covenants
A restrictive covenant is a promise not to do something – this could include things like not building an extension above a certain height, or not using a property for business purposes.
Restrictive covenants typically run with the land, which means they transfer automatically to whoever buys the property next, without needing a fresh agreement each time.
Positive covenants
A positive covenant requires you to actively do something, like pay an annual service charge or maintain a shared driveway or boundary wall.
Unlike restrictive covenants, positive covenants don’t automatically pass to new owners. This is often why a new deed of covenant is needed whenever a property changes hands – to make sure the obligation doesn’t quietly disappear with the previous owner.
Common examples of covenants in property law
In practice, deeds of covenant show up in situations like:
- A leaseholder agreeing to pay their share of the building’s service charge.
- Neighbours sharing responsibility for a private road or driveway.
- A homeowner agreeing not to alter a property’s exterior without freeholder consent.
- Owners on a managed freehold estate contributing to the upkeep of communal land or facilities.
| Type | What it means | Example |
| Positive covenant | You must actively do something | Paying an annual service charge |
| Restrictive covenant | You must avoid doing something | Not extending the property without consent |
What Is a Deed of Covenant?
A standard deed of covenant is usually one-sided; you promise something to the freeholder or management company.
A deed of mutual covenant works differently – both parties make promises to each other. You’ll typically see this where neighbours or homeowners rely on each other rather than a single landlord or freeholder, such as:
- Two neighbours sharing a private driveway, each promising to maintain it and split the cost.
- Homeowners on an estate mutually agreeing to contribute toward the upkeep of shared land, with no single freeholder involved.
The obligations run both ways, which is the main thing that sets it apart from a conventional deed of covenant.
When Do You Need a Deed of Covenant?
You’re most likely to need a deed of covenant if you’re:
- Buying a leasehold flat or house.
- Buying a property on a managed freehold estate.
- Taking a transfer of an existing property.
- Remortgaging a leasehold property (in some cases).
It’s a step that catches a lot of first-time buyers off guard, simply because nobody mentions it until the solicitor flags it partway through the purchase.
Is a deed of covenant required for a freehold property?
Yes, it’s not just a leasehold thing. Freehold properties on managed estates, or those with shared services or communal land, often require a deed of covenant too, particularly where there’s an estate management company involved.
For a more in-depth look at how covenants work on freehold land, see our guide – ‘What is a covenant on a property?’.
Agreeing a deed of covenant before exchange: what you need to know
Conveyancers will try to identify whether a deed of covenant is needed early, and where possible, get it sorted before exchange of contracts so it doesn’t hold up your move.
Where a deed of covenant is required, the typical timeline could look like this:
| Stage | What happens |
| Offer accepted | Solicitors instructed on both sides. |
| Early conveyancing | Deed of covenant requirement identified from the lease or title. |
| Drafting | Deed prepared, and terms agreed. |
| Signing | Deed signed and witnessed. |
| Exchange | Contracts exchanged, dates become fixed. |
| Completion | Deed registered where required. |
Leaving it too late can delay exchange, so it’s worth asking your solicitor early on whether one applies to your purchase. Our conveyancing procedure guide covers where this fits into the wider process.
Deed of covenant for leasehold management companies
Management companies rely on deeds of covenant to keep service charges and maintenance obligations enforceable every time a property changes hands.
Without one, a new leaseholder might not be formally bound by the same obligations the previous owner agreed to, leaving the management company unable to collect fees or enforce upkeep of shared areas. Signing the deed effectively resets that agreement with the new owner.
How to Execute a Deed of Covenant Correctly
A deed of covenant is only enforceable if it’s signed correctly – to be valid, it must be:
- In writing.
- Signed by the person taking on the obligation.
- Witnessed by an independent witness, who provides their name, address, and occupation.
- Delivered to the other party.
Miss any of these steps, and the deed may not hold up if it’s ever challenged, so it’s not a document to rush through or sign without your solicitor’s input.
What Does a Deed of Covenant Include?
A well-drafted deed of covenant usually contains the following information:
- The property address
- Background and context for the agreement
- Detailed terms, setting out exactly what’s required or prohibited
- Definitions of key terms used in the deed
- An execution clause, confirming it’s signed in the presence of a witness
- Signatures of all parties involved
How Long Does a Deed of Covenant Last?
Unless it’s written into the document, a deed of covenant lasts indefinitely and has no expiration date, also known as running with the land.
If the covenant runs with the land, it effectively runs forever, so all future owners have to abide by it. In some cases, this means rules that are no longer relevant or enforceable are passed on to new owners.
Some covenants have timeframes attached – these can depend on the completion of tasks or conditions, e.g. replacing windows or doors within 12 months of exchange.
How Much Does a Deed of Covenant Cost?
Costs vary depending on the property and how complex the transaction is, but you can typically expect to pay for:
| Cost | Price range |
| Solicitor’s fee | £100-£500+ |
| Freeholder or management company admin fee | £50-£300 |
| Land Registry fee (if applicable) | £40-£300 |
What Happens If You Breach a Deed of Covenant?
If a covenant is broken, the covenantee (the party it protects) has a few options, including:
- Seeking an injunction to stop the breach continuing.
- Claiming damages for any losses caused.
- Enforcing specific action, in some cases requiring the breach to be undone.
Under the Limitation Act 1980, a covenantee generally has 12 years from the date of the breach to take legal action.
Do You Need a Solicitor for a Deed of Covenant?
Because a deed of covenant is legally binding, it’s worth having a solicitor involved from the start to:
- Ensure the deed is legally valid and correctly executed.
- Negotiate or remove a covenant where possible.
- Explain your rights and how the covenant affects your property.
- Translate the legal jargon into terms you’ll actually understand.
Whether you’re buying a property or selling your house, your solicitor will flag whether a deed of covenant applies as part of the wider conveyancing process.
If you’re dealing with shared ownership rather than a covenant, it’s also worth understanding how a deed of trust works.
Deed of covenant guidance for residential landlords
If you’re a landlord letting out a leasehold property or a home on a managed estate, it’s worth checking whether existing covenants affect your tenants, or whether an incoming buyer (if you sell) will need to sign a fresh deed.
This matters most where service charges or shared maintenance obligations are involved, since an unclear position can make those obligations harder to enforce down the line.
Deed of Covenant: FAQs
Do I need a deed of covenant as a first-time buyer?
You might, particularly if you’re buying a leasehold flat or a home on a managed estate. Your solicitor will confirm whether it applies to your purchase.
Who pays the fees for a deed of covenant in a sale?
This is usually the buyer, though it’s worth checking early in the process, as it can occasionally be negotiated between the parties.
Is a deed of covenant legally binding?
Yes, once it’s correctly signed, witnessed and delivered, a deed of covenant is legally binding and fully enforceable.
Does a deed of covenant automatically transfer to future owners?
Restrictive covenants generally do. Positive covenants usually don’t, which is often why a new deed of covenant is needed each time the property is sold.
Can a deed of covenant be removed, varied, or challenged?
In some cases, yes, but it usually requires agreement from the party who benefits from the covenant, or a formal legal process to vary or discharge it.
What’s the difference between a deed of covenant and a restrictive covenant?
A restrictive covenant is a type of obligation (a promise not to do something), while a deed of covenant is the document used to create or transfer that promise, whether restrictive or positive.
Is a deed of covenant for charitable giving the same as a property deed of covenant?
No. A charitable deed of covenant was historically used for tax-efficient giving and is a different, largely superseded legal arrangement. This guide covers the property law meaning only.
