Buying and Selling Golf Courses: Expert Legal Support

Key Legal Challenges in Golf Course Transactions

1. Land Ownership & Title Issues

Issue:

Many golf courses span multiple land titles, with sections of the property either freehold or leasehold. Some may include rights of way, easements, or public access restrictions, all of which must be carefully examined.

Buyer Resolution:

• Conduct comprehensive land registry searches to confirm ownership, easements, and any third-party rights.
• Check for rights of way, restrictive covenants, or environmental designations (e.g., Sites of Special Scientific Interest) that could affect operations.
• If the course is leasehold, engage with the landlord early to negotiate lease assignment terms or a new lease if required.

Seller Resolution:

• Ensure all title deeds are up to date and accurately reflect ownership boundaries.
• Disclose any historical land disputes, leasehold arrangements, or third-party rights early in the process to avoid last-minute delays.
• Provide a clear record of planning permissions for any recent developments, such as clubhouse expansions or flood defences.

✔️ How We Help:

• Conduct comprehensive land registry searches to confirm ownership, rights, and encumbrances.
• Ensure that the golf course has clear and marketable title before completion.
• Negotiate lease terms if part of the course is leasehold and obtain landlord consent where necessary.

2. Planning & Development Restrictions

Issue:

Potential buyers often seek to redevelop or enhance facilities, whether adding a hotel, clubhouse, or residential development. However, many courses fall within green belt land or conservation areas, which can restrict development.

Buyer Resolution:

• Engage with the local planning authority early to determine what developments are permissible.
• Request pre-application planning advice to gauge the likelihood of obtaining permissions for future modifications.
• If redevelopment is key to the purchase, consider making planning permission a condition of the sale.

Seller Resolution:

• Provide a record of all previous planning permissions, including any conditions attached.
• If feasible, apply for outline planning permission before selling, making the asset more attractive to potential buyers.
• Clearly disclose any existing restrictions, such as protected trees or historic structures.

✔️ How We Help:

• Conduct planning due diligence, checking local authority development policies.
• Engage with planning consultants to assess redevelopment feasibility.
• Assist in obtaining planning permissions or navigating existing restrictions.

3. Membership & Customer Contracts

Issue:

For buyers, retaining existing members is essential to maintaining financial stability. Membership agreements and event bookings must be carefully reviewed to ensure they transfer smoothly.

Buyer Resolution:

• Review Membership Contracts: Ensure agreements contain assignment clauses; if not, negotiate novation agreements or obtain member consent.
• Consumer Protection Compliance: Confirm the transfer aligns with UK consumer protection laws, ensuring fair contract terms.
• Transfer Event & Booking Obligations: Ensure deposits and bookings are accounted for in the sale agreement and specify who assumes liability.
• SPA Protections: Include warranties and indemnities in the Sale and Purchase Agreement (SPA) for prepaid memberships and refund liabilities.

Seller Resolution:

• Disclose Membership Liabilities: Provide detailed legal records of contracts, renewals, and disputes.
• Transition Protections: If needed, negotiate a transition agreement or consultancy period for smooth membership handover.
• GDPR & Data Protection Compliance: Ensure lawful transfer of customer data and, if required, include a Data Processing Agreement (DPA).

✔️ How We Help:

• Review membership agreements to determine transferability clauses.
• Assist in drafting new contracts or amendments to maintain member retention.
• Ensure seamless transfer of customer prepayments, deposits, and event bookings.

4. TUPE Regulations & Employee Transfers

Issue:

Golf courses employ a variety of staff, including greenkeepers, hospitality workers, and management personnel. Under the TUPE (Transfer of Undertakings – Protection of Employment) Regulations, employees’ contracts automatically transfer to the new owner.

Buyer Resolution:

• Conduct a full HR due diligence review, identifying any pension schemes, unresolved disputes, or contractual obligations.
• Negotiate indemnities from the seller for any unexpected employment claims.
• Ensure compliance with TUPE consultation requirements before taking over.

Seller Resolution:

• Provide full employment records, contracts, and payroll information upfront.
• Address any ongoing disputes or redundancy risks before completion.
• Assist with staff communications and TUPE consultation to ensure a smooth handover.

✔️ How We Help:

• Ensure full TUPE compliance to prevent post-sale disputes.
• Conduct employment due diligence, reviewing staff contracts, pension schemes, and redundancy liabilities.
• Advise on retention strategies for key personnel.

5. Tax Considerations for Selling or Buying a Golf Course

Issue:

Golf course sales involve capital gains tax (CGT), VAT implications, and stamp duty land tax (SDLT). Poor structuring can increase tax liabilities for both parties.

How to Structure the Sale Tax-Efficiently

For Buyers:

• Determine whether the purchase qualifies as a Transfer of a Going Concern (TOGC) to potentially avoid VAT.
• Assess stamp duty liabilities, especially if the sale includes clubhouses or additional properties.

For Sellers:

• Utilise Business Asset Disposal Relief to reduce CGT to 10% on qualifying gains.
• If receiving deferred payments or earn-outs, structure the deal to spread tax liabilities over multiple years.
• Engage tax specialists to optimise the financial and legal structuring of the transaction.

✔️ How We Help:

• Structure the deal in the most tax efficient way.
• Ensure tax efficiency to minimise tax payable by either party involved in the transaction.