Leasing or buying from a liquidator (Scotland): property due diligence checklist on liquidation type, title and appointment evidence, joint liquidators, warrandice, directors' authority and registration

Published by a LexisNexis Property expert

Checklists

Compulsory liquidation

Provide a certified court interlocutor ordering winding up and naming the liquidator, plus certified proof of appointment: creditors’ resolution, contributories’ resolution with the liquidator’s certificate on the creditors’ meeting, or a court order.

Creditors’ voluntary liquidation

Include a certified general meeting winding‑up resolution and either the creditors’ resolution appointing the liquidator or a court order.
If moving straight from administration, add a certified, administrator‑signed and Companies House‑stamped form 2.25B (Scotland).

Members' voluntary liquidation

Supply a liquidator/secretary certificate that a solvency declaration was filed, and a certified general meeting resolution appointing the liquidator.

Checking the appointment

Irregularities do not invalidate acts, but absence of appointment does—so verify appointment and any limits on Schedule 4 powers; in compulsory cases powers are court‑controlled and creditors or contributories may apply.

Joint liquidators

Confirm power to act severally; otherwise all must execute sale documents.

Warrandice and limitation of liability

Expect warrandice excluded or limited to fact and deed, no title guarantee or warranty for moveables, and an agency/no personal liability clause.

Registering the lease or disposition

File the above appointment evidence; have resolutions certified by the secretary or solicitor. Directors’ powers end on winding up (or on appointment in a voluntary case) unless duly sanctioned; obtain proof...

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Craig Falconer

Addleshaw Goddard

Craig is an Associate in the Finance and Projects Division of Addleshaw Goddard LLP. With a commercial real estate background, Craig focusses on all aspects of distressed real estate, acting for lenders, insolvency practitioners and corporates in connection with the acquisition, management and sale of distressed property and has been involved in a number of large portfolio sales. Craig also regularly advises lenders, investors and corporates on all aspects of real estate finance projects....

Web page updated on 20/05/2026

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