Lost share certificate

catbells1

When we bought our flat 3 years ago the share certificate for the freehold had been lost and we were told by the management agents it was in the process of being reissued. It didn't affect the sale of the property but has not been reissued since. I should have followed it up but our management agents are quite difficult to deal with.

However, now someone else in the block is having trouble selling their property because the vendor's solicitor is (rightly) insisting on having the certificate.

I have been approached to become company secretary (I am already a director) and to reissue the share certificates. Is this possible and can I do this? Should I take legal advice from a solicitor and should it be a solicitor who would do this work anyway?

I'd be grateful for any advice, thanks.

dzug1

Ye it's possible and the Company Secretary can do it. I don't really see the need for legal involvement. Just ensure the registers are up to date and annotated correctly

Check on stamp duty - it used to be £5 but I have a feeling it's been abolished on nominal value transactions such as this.

propertyman

Unless the Articles require that a shareholder must own a property in your development then the share would have to be reissued to the vendor as a duplicate and they would transfer it to you and so on.

What should have happened is that the old vendor should have given an indemnity and this is something that your solicitor should have insisted on and resolved, not you.

Otherwise the former vendor still has a claim to the share, certificate or no, and all the benefits and liabilities.

If you cannot contact the old vendor who can write and say that he has surrendered their claim you will have to provide the company with a letter of indemnity for all costs and losses if anyone appears to make a claim to that share.

Hopefully the Articles provide that a shareholder must own a property in your development and therefore you trnasfer teh sale as thier right to it is extinguished. Simply issue a duplicate share to you surrender it and issue a new one.

If your managing agent provides a company secretarial service than this may already have been done or they can help. Call them. Most do for £150 to £300 per annum.