UK legal opinions for French banks explained

If you are buying property in France or arranging finance with a French bank, you may be asked to provide a UK legal opinion. The request can come as a surprise, particularly if you have already supplied financial information, agreed your borrowing arrangements and instructed a French notaire.

A legal opinion addresses specific legal questions the bank needs answered before proceeding. Understanding what has been requested, and obtaining the bank’s instructions at an early stage, can help avoid delays.

For advice on obtaining a UK legal opinion for a French bank, contact our solicitors to discuss the bank’s requirements and your timescale.

What is a UK legal opinion?

A legal opinion is a formal document a solicitor prepares that sets out conclusions on specific questions of law. In a cross-border transaction, it allows a bank or its advisers to obtain an assessment of matters governed by another country’s legal system.

For example, a French bank lending to a company incorporated in England and Wales may need an English solicitor to confirm that the company has the capacity and authority to enter into the proposed arrangements.

The opinion is prepared for an agreed purpose and recipient. It identifies the documents considered and sets out the assumptions and qualifications on which the conclusions depend.

Although banks and borrowers often use the phrase “UK legal opinion”, the UK has separate legal jurisdictions. An opinion on the law of England and Wales does not automatically cover Scottish or Northern Irish law. The relevant jurisdiction needs to be established before the work begins.

Why might a French bank request one?

A French bank will be familiar with French lending requirements, but a transaction involving an overseas borrower can raise questions about foreign law.

The bank may therefore request an opinion from a suitably qualified lawyer to address those questions. The requirement will depend on the borrower, the transaction structure, the documents and the bank’s lending procedures.

A request does not necessarily mean that anything has gone wrong. It may be one of the bank’s conditions that must be satisfied before funds can be released.

However, the opinion should not be treated as a standard formality. The solicitor providing it must consider the requested conclusions and carry out the necessary review before deciding what they can confirm.

Legal opinions for French property purchases

UK residents purchasing a French home with a mortgage from a French bank may be asked to obtain an opinion as part of the financing process.

The bank may supply a template, questionnaire, or letter explaining the points it wants addressed. The solicitor will need to review that request alongside the relevant documents and information about the borrowers.

Your French notaire and the solicitor preparing the opinion perform different roles. The notaire handles the French legal formalities of the property transaction, while the English solicitor addresses the agreed questions of English law.

Sharing the bank’s written requirements with your solicitor at the outset will help them confirm what the opinion needs to cover and provide an accurate quotation.

Corporate borrowing, guarantees and security

Legal opinions are also used in corporate and commercial finance. A French lender may request one when an English company borrows money, guarantees another party’s obligations, or provides security.

Depending on the transaction, the requested opinion may concern:

• Whether the company is incorporated and its legal status
• Whether it has the capacity and power to enter into the arrangements
• Whether the necessary corporate approvals have been obtained
• Whether the documents have been properly executed
• Whether particular obligations, guarantees or security are enforceable under English law

These are separate questions, and an opinion will not necessarily cover all of them. The scope must reflect the transaction and the issues the solicitor is instructed to assess.

Where security is involved, the location and type of assets, the governing law and any registration requirements may also need consideration.

What documents will your solicitor need?

The starting point is the bank’s written request and any proposed wording. Your solicitor can then identify the supporting information required.

For an individual borrower, this may include the mortgage offer, draft loan documents and information about the people entering into the arrangements.

For a company, the review may involve constitutional documents, corporate records, board resolutions, transaction agreements and relevant searches.

Your solicitor will also need to know who will receive and rely on the opinion, how it will be used and whether the bank has specified any delivery requirements.

Providing the documents together helps the solicitor assess the work and identify questions that need to be clarified with the bank or its advisers.

Is a legal opinion the same as notarisation or an apostille?

A legal opinion, notarisation and an apostille serve different purposes.

A legal opinion addresses specified questions of law. Notarial work may involve authenticating signatures, documents or authority, depending on the circumstances. An apostille 

authenticates the origin of a public document, such as the relevant signature or seal; it does not confirm that the document’s legal contents are correct.

The bank or notaire may require more than one of these steps. Obtaining a legal opinion will not automatically satisfy a separate requirement for notarisation, translation or an apostille.

Ask for the requirements in writing so your advisers can establish what is needed.

When should you arrange the opinion?

Contact a solicitor as soon as the bank raises the requirement, particularly if you have an agreed completion date.

The time needed depends on the complexity of the request, the availability of documents, and whether the proposed wording needs to be discussed with the bank. Changes to the underlying transaction documents can also affect the opinion.

Fees will depend on the work involved. Your solicitor should review the request before confirming the scope, cost and likely timescale.

How our solicitors can help

SO Legal provides English law legal opinions for use in France, assisting individuals and businesses with property purchases, borrowing and corporate transactions.

Our solicitors can assess your bank’s requirements, explain the English law issues and liaise with the advisers involved. Where French legal advice is also needed, we can work with trusted French legal professionals to coordinate the support required.