Deed of variation for lease – when you need one and what it covers

A deed of variation for a lease is a legal document used to formally amend the terms of an existing lease. Whether initiated by the landlord or the tenant (although both need to agree), a deed of variation ensures that changes to the lease are legally binding and clearly recorded. If you’re considering amending a commercial lease, our experienced Commercial Property Solicitors can provide tailored advice to protect your interests.

In England and Wales, leases are legally binding contracts, and any modification – no matter how minor – must be executed in writing and by deed. A deed of variation provides the flexibility to update lease terms while maintaining the original lease structure.

What is a deed of variation for a lease?

A deed of variation is a formal agreement between a landlord and tenant that alters specific terms of an existing lease without replacing it entirely. Common variations include changes to the rent, term length, repair obligations, or use of the premises. The variation is executed as a deed to ensure it meets legal formalities and is enforceable in court.

This process is distinct from surrendering and regranting the lease, which involves ending the original lease and creating a new one. A deed of variation maintains the lease’s continuity while reflecting updated terms. Please note that some changes, such as amending the term or adding new land into the area being leased would be treated as a de facto surrender and regrant instead, which we can advise on.

When is a deed of variation required?

There are several scenarios where a deed of variation for a lease may be necessary:

• Rent review or rent adjustment.
• Extension or reduction of lease term.
• Change of permitted use.
• Modification of repair or service obligations.
• Rectifying an error in the original lease.
• Adding or removing rights (e.g., parking, signage).

Even minor changes should be formalised through a deed to avoid future disputes or ambiguity.

Key legal considerations

When preparing a deed of variation for leases, several legal issues must be considered to ensure the variation is valid and effective:

• Formality: The variation must be executed as a deed by all parties.
• Registration: If the lease is registered with HM Land Registry, any variation must also be registered.
• Lender consent: Where a lease is subject to a mortgage, lender approval may be required.
• Stamp Duty Land Tax (SDLT): Variations increasing rent or lease term may trigger SDLT obligations.

It is essential to seek professional advice to determine whether the variation requires registration or SDLT notification.

Examples of common lease variations

Here are a few practical examples where a deed of variation for leases is typically used:

1. A tenant wants to sublet part of the premises, requiring a change to the alienation clause.
2. A landlord agrees to extend a five-year lease to ten years in exchange for an increased rent.
3. An error is discovered in the service charge provisions of the lease, needing correction.
4. The tenant’s use of the premises changes from retail to office, requiring an amendment to the permitted use.

How is a deed of variation executed?

Executing a deed of variation involves several important steps:

1. Drafting the deed, clearly referencing the original lease and the clauses to be varied.
2. Execution by both landlord and tenant as a deed (signed, witnessed, and dated).
3. Obtaining third-party consents (e.g. lenders, superior landlords) if necessary.
4. Registering the variation at HM Land Registry (if required).

Once executed and, where applicable, registered, the variation becomes legally binding and part of the lease terms.

Registration and HM Land Registry

If the Lease is already registered with HM Land Registry or if the changes being made would require it to be sent in for registration, we would look to lodge the necessary application on behalf of the client.

Failure to register the variation could render it ineffective against third parties.

Case scenario: Office Lease Extension

A technology company sought to extend its office lease by an additional 8 years to secure long-term premises. The landlord agreed to the extension with a modest rent increase. Fosters Solicitors drafted a comprehensive deed of variation for leases, obtained consent from the tenant’s lender, and registered the change with HM Land Registry. This ensured legal clarity and supported the company’s funding applications.

Expert insights: Key drafting tips

Our Commercial Property team recommends:

• Clearly define which clauses are being varied and how.
• Avoid conflicting terms with the original lease.
• Ensure all parties sign the deed correctly and with proper witnessing.
• Check for third-party consent requirements early on.

Proper drafting avoids ambiguity and supports enforceability should a dispute arise.

Our Commercial Property Solicitors are vastly experienced in advising landlords and tenants on a wide range of commercial lease issues. We support clients associated with all types of premises, including shops, offices, warehouses, sports clubs and community centres.

Contact us for more information.

Benefits and challenges of a deed of variation

Frequently Asked Questions

What is a deed of variation for leases?

A deed of variation is a legal document that allows a landlord and tenant to amend specific terms of an existing lease without creating a new lease.

When do I need a deed of variation?

You need a deed of variation when you want to change key terms in a lease – such as rent, lease length, permitted use, or repair responsibilities. It must be executed as a deed to be legally binding.

Does a deed of variation need to be registered?

If the lease is registered then the variation must also be registered with HM Land Registry.

Can a deed of variation change the rent?

Yes, rent increases or decreases can be agreed through a deed of variation. This may have tax implications, including Stamp Duty Land Tax.

Who signs the deed of variation?

Both the landlord and tenant must sign the deed of variation, and it must be properly witnessed to meet legal requirements.

Does a deed of variation affect the original lease?

Yes, the deed becomes part of the lease. The original lease remains valid, but its terms are modified according to the variation.

Are there any alternatives?

In some instances, such as for changes that are only intended to be temporary, the parties may look at a side letter to note their modification to the lease. This was quite common when agreeing rent reductions or suspensions during the Covid-19 pandemic. This is only binding between the original parties, so care should always be taken and a formal deed is a much more secure option, even for time limited changes.

This article was produced on the 26th August 2025 for information purposes only and should not be construed or relied upon as specific legal advice.