Foreign Lawyers' Opinions: An Update

The Conveyancing Committee wishes to clarify that the practice note published in the March 2001 issue of the Law Society Gazette was not intended to make the provision of a foreign lawyer's opinion mandatory in all transactions involving foreign companies.

The Committee recommends that practitioners should use their discretion as to whether an opinion is in fact necessary or justified in any transaction involving a foreign company. In exercising that discretion, practitioners are advised to have regard to the nature, value and importance of the transaction, the similarity of the law of the foreign jurisdiction on the subject matter of the transaction, the likelihood of ever having to rely on the opinion and the likely requirements of the Land Registry or Registry of Deeds (if relevant).

This position is reflected in condition 9 of the 2001 edition of the General conditions of sale, which only requires the vendor to disclose the fact of its foreign incorporation, leaving the parties then to agree by special condition as to whether an opinion is required.