What Is a Memorandum of Sale? A Clear Guide

A buyer has had an offer accepted on your home, everyone is pleased, and then someone mentions a document called a memorandum of sale. If you have found yourself asking, “what is memorandum of sale?”, you are not alone. It is one of those property phrases that sounds more formal than it really is, but getting it right is an important early step in turning an agreed offer into a completed move.

A memorandum of sale is the notification issued by the estate agent after a sale has been agreed. It confirms the main details of the transaction and gives both sides’ solicitors the information they need to begin the legal work. Think of it as the starting bell rather than the finish line.

What is a memorandum of sale?

The memorandum of sale, sometimes shortened to MOS, records that the seller has accepted a buyer’s offer, subject to contract. The estate agent normally sends it to the seller, buyer and the solicitors acting for each party soon after the offer is agreed.

It will usually include the agreed purchase price, the address of the property, the names and contact details of the buyer and seller, and the details of their respective solicitors. It may also state whether the buyer is a first-time buyer, cash buyer or buying with a mortgage, along with any chain information that has been shared.

This enables the conveyancers to open their files, verify their clients’ identities and start requesting the information needed for the sale. Without those accurate contact details, there is a very real risk of the file sitting unopened while everyone assumes somebody else is dealing with it. Not the most exciting way to lose a week.

Is a memorandum of sale legally binding?

No. In England and Wales, a memorandum of sale is not a contract and does not legally bind either the buyer or seller to proceed. The sale only becomes legally binding when contracts are exchanged.

That distinction matters. Before exchange, the buyer can withdraw, the seller can decide not to sell, or either party can seek to renegotiate if a survey, mortgage valuation or legal enquiry raises an issue. A seller may also accept a higher offer from another buyer before exchange, commonly known as gazumping. It is frustrating, but the memorandum itself does not prevent it.

For most people, accepting an offer is still a genuine commitment to work towards the sale in good faith. Clear communication, realistic timescales and a proactive agent can make a considerable difference to keeping that commitment on track. The legal position in Scotland is different, so anyone buying or selling there should take advice from a Scottish solicitor.

What information should it contain?

There is no single mandatory template used by every agent, but a useful memorandum of sale should be clear and detailed enough for the solicitors to get started without chasing basic information.

Alongside the property address and agreed price, it should identify all named buyers and sellers, both firms of solicitors and their contact details. It should also confirm the nature of the buyer’s funding, such as cash or mortgage, and any relevant chain position. If the sale has particular conditions – for example, an agreed timescale, inclusion of certain items, or a buyer needing to sell their own home – these should be recorded clearly.

The document is not intended to replace the contract paperwork or the seller’s property information forms. Those come later through the conveyancing process. Its job is simpler: make sure the right people know a sale has been agreed and can begin work promptly.

When is the memorandum of sale issued?

A good agent will issue it as soon as the offer has been properly agreed and the key details have been checked. Before doing so, the agent should have discussed the offer fully with the seller, including the price, the buyer’s position, their proposed funding and the chain underneath them.

For a buyer using a mortgage, it is sensible for the agent to establish that they have an agreement in principle and, where appropriate, obtain confirmation of their deposit and affordability position. For a cash buyer, evidence that the funds are available is usually requested. This is not about making the process difficult. It helps the seller judge the strength of an offer, not just the number attached to it.

Once the seller accepts, the memorandum can be circulated. The buyer should then formally instruct their solicitor and pay any initial money requested for searches. The seller should likewise instruct their solicitor without delay and complete the initial forms as quickly and accurately as possible.

Why a quick, accurate memorandum matters

The days immediately after an offer is accepted can set the tone for the whole transaction. A speedy memorandum of sale gives solicitors permission, in practical terms, to start engaging with the matter. It also gives the estate agent a confirmed list of contacts to keep updated as the sale progresses.

Accuracy is just as important as speed. A misspelt name, an incorrect email address or the wrong purchase price may sound minor, but it can create avoidable admin and uncertainty. If there are joint owners, trustees, an executor sale or a buyer purchasing in more than one name, every party needs to be identified correctly from the outset.

It is also worth being honest about the chain. A buyer who has accepted an offer on their own home is in a different position from one who has not yet found a buyer. Neither is automatically a bad choice, but it affects the likely timetable and the level of risk. Sellers deserve a clear picture before they decide which offer to accept.

What happens after the memorandum of sale?

The legal and practical strands of the move now begin to run alongside each other. The seller’s solicitor will prepare a draft contract pack and ask the seller to complete property information and fittings and contents forms. The buyer’s solicitor will review the paperwork, order searches and raise enquiries. The buyer will arrange a survey if they choose to have one, while their lender will carry out a valuation if a mortgage is involved.

Meanwhile, the estate agent should not simply disappear after pressing send. Proper sales progression means keeping in touch with all parties, checking that solicitors have been instructed, following up on the survey and mortgage stages, and spotting hold-ups before they become a chain-wide headache.

Timescales vary considerably. A straightforward, chain-free sale may progress relatively quickly, while a longer chain, leasehold property, probate sale or a title issue can add time. It is better to receive honest updates than overly optimistic promises that later unravel.

Practical advice for sellers once a sale is agreed

First, instruct a conveyancer promptly. It is often helpful to choose one before marketing begins, as this avoids a scramble once the right buyer comes along. Your estate agent can often recommend local solicitors based on experience, but the choice remains yours.

Next, return forms and documents quickly. If you have planning permissions, building regulation certificates, guarantees, service-charge information or documents relating to work carried out at the property, gather them early. Your solicitor will tell you what is relevant. Do not worry if you cannot find everything – just flag it sooner rather than later.

Finally, keep your agent informed if anything changes. This includes your onward purchase, a change in your preferred moving date, or an issue raised by your solicitor. Estate agents cannot give legal advice, but they can coordinate conversations and help keep expectations realistic across the chain.

A small document with a big job

A memorandum of sale will not solve every complication in a property transaction, and it cannot make a sale legally secure before exchange. What it does do is create a clear, shared starting point. When the buyer has been properly checked, details are accurate and solicitors are instructed quickly, the move begins with far less room for confusion.

For sellers across Surrey, Hampshire and Berkshire, the best early sign is not simply that an offer has been accepted. It is that everyone knows what needs to happen next, someone is actively following it up, and you have support right through to completion. That is where a calm, well-managed sale really starts.