Deed of Assignment (UK)
THIS DEED OF ASSIGNMENT is made on [Date] by and between:
[Assignor Name], [Who Assignor], with its registered or principal address at [Assignor Address], [Assignor City], [Assignor County], [Assignor Postcode], England and Wales (hereinafter referred to as the “Assignor”); and
[Assignee Name], [Who Assignee], with its registered or principal address at [Assignee Address], [Assignee City], [Assignee County], [Assignee Postcode], England and Wales (hereinafter referred to as the “Assignee”).
The Assignor and the Assignee are referred to collectively as the “Parties” and individually as a “Party”.
BACKGROUND
The Assignor is the holder of [Assignment Type] as described more particularly below (the “Assigned Rights”). The Assignor wishes to assign absolutely the Assigned Rights to the Assignee, and the Assignee agrees to accept such assignment, on the terms set out in this Deed.
NOW THIS DEED WITNESSES as follows:
1. ASSIGNMENT
1.1 In consideration of [Consideration], the receipt and sufficiency of which the Assignor hereby acknowledges, the Assignor, with full title guarantee, hereby assigns absolutely to the Assignee, with effect from the date of this Deed, all of the Assignor’s right, title, benefit, and interest in and to the following rights and property (the “Assigned Rights”):
[Assigned Rights]
1.2 This assignment is made pursuant to and in accordance with section 136 of the Law of Property Act 1925 (for the assignment of choses in action) and/or such other applicable legislation as may govern the transfer of the specific rights being assigned, including the Intellectual Property Act 2014 and the Patents Act 1977 (as amended) where applicable.
1.3 This Deed transfers to the Assignee all rights to bring claims and legal proceedings in respect of the Assigned Rights, whether accrued before or arising after the date of this Deed, including any right to recover damages or obtain other remedies for past infringement or breach.
2. FURTHER ASSURANCE
2.1 The Assignor shall, at its own cost, promptly execute and deliver all such documents and do all such acts and things as the Assignee may reasonably require from time to time to perfect the assignment of the Assigned Rights to the Assignee, including registering the assignment with any relevant registry (such as the Intellectual Property Office, the Land Registry, or the Companies House) and serving any notices required by law.
2.2 The Assignor irrevocably appoints the Assignee as its attorney, to execute and do on the Assignor’s behalf any act or thing which the Assignor is required to do under clause 3.1 but fails to do within 10 business days of a written request by the Assignee.
3. ASSIGNEE’S OBLIGATIONS
3.1 With effect from the date of this Deed, the Assignee shall be entitled to exercise all rights comprised in the Assigned Rights in its own name and for its own benefit.
3.2 The Assignee shall indemnify and hold the Assignor harmless against any liability or obligation arising under or in connection with the Assigned Rights that accrues after the date of this Deed.
3.3 The Assignee shall take all reasonable steps to register the assignment in any relevant official registry as soon as practicable after the date of this Deed, to the extent required by law.
4. LAW OF PROPERTY ACT 1925 — STATUTORY STATEMENT
4.1 The Parties acknowledge that, in accordance with section 136(1) of the Law of Property Act 1925, an absolute assignment in writing (not purporting to be by way of charge only) of a debt or other legal chose in action, of which express notice in writing is given to the debtor, obligor, or trustee, shall be, and be deemed to have been, effectual in law to pass and transfer the legal right to such debt or chose in action from the date of such notice, all legal and other remedies for the same, and the power to give a good discharge for the same without the concurrence of the assignor.
4.2 The Parties further acknowledge that this Deed is executed in accordance with section 1 of the Law of Property (Miscellaneous Provisions) Act 1989, as a valid deed, by each Party signing in the presence of a witness.
5. GENERAL
5.1 Entire Agreement. This Deed constitutes the entire agreement between the Parties with respect to the assignment of the Assigned Rights and supersedes all prior representations and agreements.
5.2 Severability. If any provision of this Deed is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
5.3 No Waiver. A failure or delay by either Party to exercise any right or remedy shall not constitute a waiver of that right or remedy.
5.4 Amendments. No variation of this Deed shall be effective unless made in writing and executed as a deed by both Parties.
5.5 Third Party Rights. No person other than the Parties shall have rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.
5.6 Stamp Duty Land Tax. If this assignment triggers a liability to Stamp Duty Land Tax (SDLT), Stamp Duty Reserve Tax (SDRT), or any other UK tax, the Assignee shall be responsible for filing any required return and paying the tax due to HMRC.
6. GOVERNING LAW AND JURISDICTION
6.1 This Deed and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Governing Law].
6.2 Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed.
IN WITNESS WHEREOF this Deed of Assignment has been executed as a deed on the date first written above.
NOTE: For this Deed to be valid under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989, it must be signed by each Party in the presence of a witness. The witness must sign and provide their full name and address. A company must execute by two directors or a director and the company secretary under section 44 of the Companies Act 2006, or by a single director in the presence of a witness.
EXECUTED AS A DEED by the ASSIGNOR
Name: [Assignor Name]
Address: [Assignor Address], [Assignor City], [Assignor County], [Assignor Postcode]
Signed in the presence of:
Witness name: ______________________________
Witness address: ______________________________
EXECUTED AS A DEED by the ASSIGNEE
Name: [Assignee Name]
Address: [Assignee Address], [Assignee City], [Assignee County], [Assignee Postcode]
Signed in the presence of:
Witness name: ______________________________
Witness address: ______________________________
Assignor
________________
Signature
Date: ________________
Assignee
________________
Signature
Date: ________________
What Is a Deed of Assignment (UK)?
A Deed of Assignment in the United Kingdom takes effect as a deed and transfers, releases, or varies a legal right without the need for consideration, as regulated by the Law of Property Act 1925.
In English law, the primary statutory mechanism for the legal assignment of a chose in action (such as a debt or contractual right) is contained in section 136 of the Law of Property Act 1925 (LPA 1925). Under that section, an assignment is effective as a legal assignment — passing the legal right to sue in the assignee’s own name — provided that: (1) the assignment is absolute (not by way of charge or conditional); (2) it is in writing and signed by the assignor; and (3) written notice of the assignment is given to the obligor (the debtor or party bound by the obligation).
A deed of assignment provides a higher degree of legal certainty than a simple written assignment, because it satisfies the formality requirements of section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 (LPMPA 1989). A deed carries a 12-year limitation period under the Limitation Act 1980 (compared with 6 years for simple contracts) and is enforceable without consideration. For the deed to be valid under LPMPA 1989, it must make clear on its face that it is intended to be a deed, and each party must sign in the presence of a witness who attests the signature.
Our UK Deed of Assignment template is drafted for use in England and Wales and covers the key legal requirements: the absolute assignment of specified rights, consideration, notice to the obligor, full title guarantee, further assurance obligations, assignor’s warranties, and compliance with the LPA 1925 and LPMPA 1989.
The legal framework governing the Deed of Assignment (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Deed of Assignment (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2006 sets the foundational requirements.
When Do You Need a Deed of Assignment (UK)?
A Deed of Assignment is needed whenever a party in England or Wales wishes to formally transfer legal rights or interests to another party in a way that creates a clear, legally enforceable record of the transfer.
Common situations in which a Deed of Assignment is required include: the assignment of a debt from one creditor to another, for example where a business sells its book debts to a debt purchaser or invoice finance company; the assignment of intellectual property rights, such as when a freelance designer or software developer transfers copyright in their work to a client company; the transfer of the benefit of a commercial contract, for example where a business is sold and the seller assigns the rights under key customer contracts to the buyer; the assignment of insurance policy rights to a mortgagee or other secured party; and the assignment of a lease interest (though the transfer of a lease as a whole generally also requires a formal licence to assign from the landlord).
A Deed of Assignment is particularly important in debt assignment transactions. Following the Supreme Court’s decision in Lantic Sugar Ltd v Baffin Investments Ltd [2009] and the rule in Dearle v Hall (1828) 3 Russ 1, the priority of competing assignments of the same debt is determined by the order in which notice is given to the obligor. Prompt written notice to the obligor is therefore essential to protect the Assignee’s priority against subsequent assignees.
For intellectual property assignments, a deed is generally required (or strongly recommended) to transfer legal title to registered rights such as patents, registered trademarks, and registered designs, and the assignment should be registered with the Intellectual Property Office (IPO) to be effective against third parties. Copyright can be assigned by a written, signed document that need not be a deed, but using a deed provides greater legal certainty.
A Deed of Assignment is not appropriate where the purpose is to transfer both the rights and the obligations of a contract — in that case, a novation agreement (which requires the consent of all parties) should be used instead.
What to Include in Your Deed of Assignment (UK)
A well-drafted Deed of Assignment for use in England and Wales should contain several key provisions.
The parties clause identifies the Assignor (the party transferring the rights) and the Assignee (the party receiving them), with full legal names, registered addresses, and legal form (individual, limited company, LLP, etc.).
The assignment clause is the operative provision. It should state that the Assignor assigns absolutely (not by way of charge or security) to the Assignee all of the Assignor’s right, title, benefit, and interest in the specified rights. The phrase ‘with full title guarantee’ (as used in section 1 of the Law of Property Act 1994) implies certain statutory covenants: that the Assignor has the right to assign, that the Assignee will have quiet enjoyment of the rights, that the rights are free from encumbrances (other than those disclosed), and that the Assignor will do anything reasonably required to remedy any defect in title.
The description of the assigned rights is critical. A deed of assignment transfers only what is specifically described — ambiguous or incomplete descriptions can result in disputes about what was transferred. For debts, the description should include the identity of the obligor, the amount of the debt, and the instrument creating it. For IP rights, it should include the type of right, the jurisdiction, any registration numbers, and the works or inventions covered.
The consideration clause specifies what the Assignee pays for the assignment. A deed need not be supported by consideration to be enforceable, but it is good practice to record it.
The notice to obligor provision, required under section 136 of the LPA 1925 to achieve a legal (rather than equitable) assignment of a chose in action, should identify the obligor and state that the obligor is directed to make all payments to the Assignee from the date of the Deed.
The Assignor’s warranties confirm that the rights being assigned are valid, unencumbered, and not subject to any prior assignment. These are particularly important where the Assignee is paying significant consideration for the assigned rights.
The further assurance clause requires the Assignor to execute any additional documents and take any steps necessary to perfect the assignment, including registering the transfer with relevant registries such as the IPO or Land Registry.
The execution formalities must comply with section 1 of the LPMPA 1989: each party must sign in the presence of a witness who attests the signature.
The governing law and jurisdiction clause should specify England and Wales.
Additional compliance elements for a Deed of Assignment (UK) used in United Kingdom include: Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Forms-legal.com provides this template as a starting point for United Kingdom-compliant documentation.
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"Deed of Assignment (UK) (United Kingdom)." Forms Legal, 2026, https://forms-legal.com/uk/business/contracts/deed-of-assignment-uk.
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title = {Deed of Assignment (UK) (United Kingdom)},
year = {2026},
howpublished = {\url{https://forms-legal.com/uk/business/contracts/deed-of-assignment-uk}},
note = {Free legal document template. Based on Companies Act 2006}
}Also available for these jurisdictions:
Frequently Asked Questions
Section 136(1) of the Law of Property Act 1925 (LPA 1925) provides a statutory mechanism for the absolute legal assignment of a debt or other legal chose in action. Under section 136, an assignment is effective as a legal (rather than merely equitable) assignment if the following conditions are satisfied: (1) the assignment must be absolute — it must transfer the entire interest in the chose in action, not merely a partial interest or a charge; (2) it must be in writing and signed by the assignor; and (3) written notice of the assignment must be given to the obligor (the debtor or party who owes the obligation). When all three conditions are met, the assignee obtains the legal right to the chose in action and can sue the obligor in its own name without joining the assignor as a party to the proceedings. If any of the three conditions is not met (for example, because the assignment is conditional or is not in writing), the assignment may still be effective as an equitable assignment, but the assignee would generally need to join the assignor as a party to any legal proceedings. Notice to the obligor also fixes the priority of competing assignments: where there are two successive assignments of the same chose in action, priority generally goes to the assignee who first gives notice to the obligor under the rule in Dearle v Hall (1828) 3 Russ 1.
A deed is a formal legal document that has greater legal force than a simple contract: it is enforceable without consideration, it carries a 12-year limitation period under the Limitation Act 1980 (rather than 6 years for simple contracts), and it is required by law in certain situations (such as conveyances of land or legal mortgages). Under section 1 of the Law of Property (Miscellaneous Provisions) Act 1989 (LPMPA 1989), a deed made by an individual is valid only if it: (a) makes clear on its face that it is intended to be a deed (by using words such as “executed as a deed”); (b) is signed by the individual in the presence of a witness who attests the signature; and (c) is delivered as a deed (delivery may be presumed from the act of signing). A company executes a deed in accordance with section 44 of the Companies Act 2006: either by the signatures of two authorised signatories (two directors, or a director and the company secretary), or by a single director signing in the presence of a witness who attests the signature. The witness must be physically present at the time of signing, must sign the deed themselves, and must add their name and address. A witness who is a party to the deed or a spouse of the signatory is generally not acceptable.
Under English law there is an important distinction between a legal assignment and an equitable assignment of a chose in action. A legal assignment is one that satisfies all three requirements of section 136 of the Law of Property Act 1925: it is absolute, it is in writing and signed by the assignor, and written notice has been given to the obligor. A legal assignee can sue the obligor in its own name and without joining the assignor. An equitable assignment is one that does not satisfy one or more of those three requirements — for example, because it is conditional, oral, or because no notice has been given to the obligor. An equitable assignment is still binding between the assignor and the assignee, but the assignee generally cannot sue the obligor without joining the assignor as a co-claimant in proceedings (unless the assignor refuses to cooperate, in which case it may be joined as a defendant). Priority between competing equitable assignees is determined by the rule in Dearle v Hall: the first assignee to give notice to the obligor generally takes priority, even if it was not the first in time to receive the assignment.
Not all contractual rights are freely assignable under English law. There are three main categories of non-assignable rights: (1) Rights that are incapable of assignment by their nature, such as purely personal obligations that require the specific skill or personality of the obligor (e.g., a contract for a famous artist to paint a portrait cannot be assigned by the artist to another painter). (2) Rights that are expressly or impliedly prohibited from assignment by the contract itself. Many commercial contracts contain anti-assignment clauses, which prohibit either party from assigning its rights without the other party’s consent. Breach of such a clause may render the purported assignment void (in relation to the non-assigning party’s obligations) and give rise to a claim for damages. However, following the Supreme Court’s decision in Cavendish Square Holding BV v Makdessi [2015] UKSC 67 and related cases, some courts have interpreted anti-assignment clauses narrowly. (3) Rights whose assignment is restricted by statute, such as certain employment rights. In addition, an assignment of future contractual rights (i.e., rights arising under contracts not yet entered into) cannot take effect as a legal assignment but may operate as an equitable assignment of such rights when they come into existence.
No. Under English law, an assignment transfers rights (benefits) but not obligations (burdens). A party to a contract cannot unilaterally transfer its contractual obligations to a third party by way of assignment. To transfer obligations as well as rights, the parties must use a novation — a three-party agreement under which the original obligor is released from its obligations and the new party assumes them. A novation requires the consent of all three parties (the original contractor, the other contracting party, and the new contractor), whereas an assignment of rights does not require the obligor’s consent (although notice must be given). In practice, where a party wishes to transfer both the rights and the obligations under a contract (for example, on the sale of a business), a novation agreement is used. A Deed of Assignment is appropriate where only the benefit of the contract (the right to receive payment or performance) is being transferred, without transferring the original assignor’s obligations.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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