The Section 6 (Acceptance Notice): A Detailed Guide

In England and Wales, qualifying tenants use a Section 6 Notice to accept the offer in a landlord's Section 5 Notice. The Landlord and Tenant Act 1987 calls this an acceptance notice.

Of course, we are talking about the leasehold here, and therefore mostly about flats. A Section 6 Notice can come into play when a freeholder plans to sell their interest in a building with flats. If the building and its leaseholders qualify, the freeholder must give the leaseholders a Section 5 Notice before selling.

Article updated: November 2026

Leasehold and freehold relationships in England and Wales are complicated.

But if you are involved in any kind of legal trouble or are about to commit to any kind of legal action, professional advice is the normal route.

What Is a Section 6 Acceptance Notice?

A Section 6 acceptance notice is how leaseholders formally accept the offer in their landlord's Section 5 Notice, under the Landlord and Tenant Act 1987. In the Act, those leaseholders are called qualifying tenants.

Where the building qualifies, the leaseholders are given a right of first refusal. The landlord must give qualifying tenants a formal offer before the sale. This 'first refusal' offer must be done using a Section 5 Notice, which we also have an article on. 

A Section 6 Notice, therefore, is a legal response to a Section 5 Notice. The Section 5 Notice is where a landlord tells their tenants that they wish to sell and offers them first refusal on the purchase. Should enough of the tenants wish to proceed with purchasing the property (the Act calls this the requisite majority), they would need to send the landlord an S6 Notice (also known as an Acceptance Notice) back. 

A qualifying building may have just two flats or hundreds.

That can mean a lot of organising by the leaseholders.

The Landlord and Tenant Act, 1987

The Landlord and Tenant Act of 1987 was a rather technical Act, concerning the relationship of leaseholders and freeholders in England and Wales. It amended parts of the Landlord and Tenant Act of 1985. But, as Wikipedia's summary of the Act notes, the Act also changed the relationship between landlord and leaseholder in a few main ways:

1. The landlord or leaseholder can ask a tribunal to change a long lease of a flat.
2. Changes to the rules around service charges made the system more accountable and less open to abuse.
3. Section 47 says written rent or service charge demands must give the landlord's name and address.

The Act also sets out Section 6 Notices and the right of qualifying leaseholders to buy the freehold, should the freeholder wish to sell.

The Right of First Refusal

The right of first refusal gives the leaseholders in a block of flats the first opportunity to buy the freehold together, should the landlord decide to sell. Under section 1 of the Act, the right of first refusal only applies to a building, or part of one, with two or more flats held by qualifying tenants. Those qualifying tenants must also hold more than half of the flats in it.

The right covers the landlord selling or otherwise passing on the freehold, or another legal interest they hold in the building. It does not cover the sales or transfers excluded by section 4, such as a gift to a family member or a sale under a compulsory purchase order.

The Section 5 Notice itself sets the deadline for accepting. For a sale by private contract, section 5A requires the notice to give the leaseholders at least two months to accept, counted from the date it is served. The notice must then give them a further period of at least two months to nominate the person who will buy. A sale at auction runs on different periods under section 5B. Missing the deadlines does not free the landlord to sell to anyone on any terms. Under section 7, a landlord who receives no acceptance or nomination has 12 months to sell that interest to someone else. For a sale by private contract, the price and deposit can be no lower than, and the other terms must match, those in the offer notice. Where the offer notice was for a sale at auction, the later sale must still be at public auction on matching terms.

Note: there are scenarios where the right of first refusal does not apply, for instance, if:

• More than half of the building's internal floor area, ignoring common parts, is used or intended for non-residential purposes (section 1(3)).
• Qualifying tenants hold half or fewer of the flats in the building. A tenant of the flat in question who also holds at least two other flats in the same building is not a qualifying tenant, and nor are business tenants, assured tenants and the other tenancy types listed in section 3. Section 3 sets no minimum number of years left on the lease.
• The landlord is an exempt landlord, such as a local authority or a non-profit private registered provider of social housing, or a resident landlord under section 58. A resident landlord lives in a flat in a building that is not a purpose-built block, and has done so as their only or principal home for at least 12 months.
• The disposal is one that section 4 leaves out, such as a gift to a family member or a charity, a sale under a compulsory purchase order, or a transfer to an associated company that has been associated for at least two years.

What Are the Timeframes Involved?

When a freeholder issues a Section 5 Notice the leaseholders, should they wish to buy the freehold, will have a set period to respond with a Section 6 Notice. The notice itself states that period. For a sale by private contract it must be at least two months from the date the notice was served, under section 5A, and the notice must also give at least two months more for nominating the buyer. For a sale at auction, section 5B allows a nomination period as short as 28 days.

During the acceptance period the landlord cannot dispose of the interest on offer to anyone except a person the tenants nominate, under section 6(1). Once the acceptance notice is served, that restriction runs through the protected period, which ends with the nomination deadline set in the Section 5 Notice or a later date the two sides agree (section 6(4)).

The Nominated Person

The nominated person is whoever will take the freehold on the leaseholders' behalf, and nominating them is a separate step from serving the Section 6 Notice. Under section 6(5) the leaseholders can name that person at the same time as they serve the acceptance notice, or at any point afterwards before the nomination period in the Section 5 Notice runs out. So the leaseholders do not have to have picked a nominee before they accept.

The Act does not say who the nominee has to be. In practice this is often a company the leaseholders set up for the purpose, or one or more of the leaseholders themselves. Keeping a record of how the leaseholders chose the nominee and who agreed to it is a practical step, not a legal requirement. Once nominated, a person can only be replaced if they have ceased to be able to act, under section 6(6).

Taking legal advice at this stage is normal practice for leaseholders, though the Act does not require it.

What Needs to be Included in a Section 6 Notice?

The Act keeps the legal content of a Section 6 Notice short. Under section 6(3) it is a notice served on the landlord by the requisite majority of qualifying tenants, telling the landlord that the people serving it accept the offer in the Section 5 Notice. The requisite majority means qualifying tenants holding more than half of the available votes, one vote per flat, under section 18A. Section 54 requires the notice to be in writing and to give the names of everyone serving it and the addresses of their flats. So the legal requirements are:

• A written notice, served within the acceptance period, stating that the leaseholders serving it accept the offer in the Section 5 Notice.
• The names of every leaseholder serving the notice and the addresses of their flats, so the landlord can see the majority has been reached.

The following are practical drafting points rather than statutory conditions:

• The date of the notice and the address of the building in question.
• The name and address of the nominated person, if one has been chosen by then. If not, the nomination can follow within the nomination period.
• Signatures from the accepting leaseholders.

The Full Process: Summing Up

The landlord issues a Section 5 Notice. If enough leaseholders want to buy, they accept the offer and name a buyer:

1. The landlord (freeholder) decides that they want to sell their freehold. If the building and its leaseholders qualify, section 1 says they have to give their tenants (the leaseholders) the first right of refusal for buying the freehold from them. They, therefore, issue the tenants with a Section 5 Notice.
2. On receipt of the Section 5 Notice, the tenants decide that they do in fact want to collectively buy the freehold rights.
3. Enough of the tenants to form the requisite majority accept the offer by serving a Section 6 Notice on the landlord within the acceptance period set in the Section 5 Notice.
4. At the same time, or afterwards within the nomination period, they nominate the person or company that will buy the freehold. Many groups take a solicitor's advice at this point.

None of this changes for a flat bought as an investment property. A leasehold flat may be advertised in a buy to let property for sale listing or among below market value properties. Either way, the owner holds the lease. The owner is a qualifying tenant like any other leaseholder, so they can sign the acceptance notice, unless one of the exclusions in section 3 applies, such as holding three or more flats in the same building. Buying the freehold is a separate cost from letting the flat. Our guide to whether buy-to-let is worth it covers the rent a landlord receives and the costs of letting.

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