Independent legal advice for a deed of subordination
If you have lent money to a company and its lender asks you to sign a deed of subordination or postponement, you will usually need independent legal advice first. A solicitor explains how your loan will rank behind the lender's and signs the certificate the lender needs.
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- 70+ lenders
- SRA-regulated solicitors
- Video, or in person in London
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- ★ 4.9 · 282 Google reviews
- 70+ lenders
- SRA-regulated solicitors
- Video, or in person in London
What is a deed of subordination?
A deed of subordination (also called a deed of postponement or priority) is an agreement that a debt owed to you, often a director’s or shareholder’s loan to their company, will rank behind the lender’s debt.
In practice, it usually means the company can’t repay your loan, or can only repay it on limited terms, until the lender has been repaid. If the company becomes insolvent, the lender is paid first.
Why does my lender require independent legal advice?
By signing, you give up rights to be repaid that you would otherwise have. Lenders want to be sure you understand this and are not under pressure, so they often require independent legal advice and a solicitor’s certificate before completing the facility.
What your solicitor will explain
Which debts are subordinated
The loans covered, including any future lending to the company.
Repayment restrictions
When, if ever, the company can repay you while the lender's loan is outstanding.
Insolvency
Where you would rank if the company fails.
Your options
Negotiating permitted payments or limits before you sign.
Completion deadline close? Same-day appointments available.
Documents you'll need
- The deed of subordination or postponement
- Details of your loan to the company
- Your lender's ILA certificate template, if it has one
- Photo ID (passport or driving licence)
- Proof of address dated within the last three months
How it works
- 1
Book a free consultation
Pick a time above. It takes under a minute.
- 2
Speak to your solicitor
An SRA-regulated solicitor explains the risks in plain English, by video or in person in London.
- 3
Certificate sent to your lender
Your signed ILA certificate and documents are dispatched, usually the same day.
Frequently asked questions
Can I get the advice online?
Yes. Most lenders accept advice given by video call, so you can usually be advised from home. If your lender insists on a face-to-face meeting, that can be arranged in London instead.
Is there an ILA solicitor near me?
You don't need one nearby. Our SRA-regulated solicitors advise by video call wherever you are in England and Wales, often the same day, and video advice is accepted in most cases. If you need to meet face to face, appointments are available at the solicitor's office in London.
What is the difference between subordination and postponement?
The terms are often used interchangeably. Both make your debt rank behind the lender's. Your solicitor will explain exactly what your deed does.
How quickly can I get my certificate?
Often the same day. Once your solicitor has your documents and has advised you, the signed certificate is usually sent to your lender, broker or conveyancer the same day.
How much does it cost?
Independent legal advice starts from {price} per person. Your solicitor confirms the fixed fee on your free consultation, before any work starts.
Reviewed by Saba Rehman, Solicitor
SRA-regulated · Last reviewed 9 October 2026
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