Share Certificates

Matt-J_2

Hi,

So about to buy a property with share of the freehold and need a share certificate however the past owner never handed theirs in to the company selling which bought the place from him.

With this in mind and him no longer in the picture can the company director issue me with a new share certificate and the other one one (if the past owner even still has it) just becomes invalid?

Thanks

G_M

Did you do your own conveyancing? If so, seems like you did not really understand enough for this to have been a wise choice.

If not, why are you not asking your conveyancer this question? That's what you paid him for!

Matt-J_2

G_M wrote: »

Did you do your own conveyancing? If so, seems like you did not really understand enough for this to have been a wise choice.

no I did not


If not, why are you not asking your conveyancer this question? That's what you paid him for!

And yes I have asked and he is under the impression it should not be a problem to reissue a new one.

G_M

Matt-J wrote: »

And yes I have asked and he is under the impression it should not be a problem to reissue a new one.

So the problem is....?

Just instruct him to get on and do it.

Alwilb

The management company issuing the certificate need to request a lost share certificate indemnity from the seller.

That indemnity states that the share certificate has been lost or never received but they are the rightful owner and if they're not they'll indemnify the company from any loss they suffer as a result of registering the transfer and issuing a share certificate to you.

I'm a solicitor and I'd say most share certificates end up lost. Lost share certificate indemnities are standard.

propertyman

Sigh #5 may be correct but often isn't. Apart from the fact that there is no such thing as share freehold, what you have bought is
a a leasehold flat
b a share in the company that owns the freehold.

Unless
A the articles allow or require the share to be transferred by virtue of the eligibility for membership of the company
B there are no loans or value in the freehold for original contributions or lease extensions that may be sold,
then shares should not be automatically transferred. An indemnity in such cases is quite risky.

I suggest that you contact the solciotro who acted on the purchase and chew their ear off for not completing the purchase properly and investigating and explaining it to you.

LallyHay

I don't know if this is any help; but I have just had a similar experience (when I brought the flat I paid £50 to get a share certificate, but never received it - am now selling and need it). I got some great advice from members of this forum, but I also went onto Companies House site and paid £1 to download the full list of share holders for my flats. It could clearly be seen from this I was a share holder, but just never got the certificate. So for this a letter of Indeminity stating a share certificate had never been received was created by my solicitor for my buyer. On completition the share certificate will be issued to the buyer in their name. So maybe you could see if this company who purchased the flat you are buying are on the list of share holders? If they are not then it may be that you have to pay something to get it transferred from that original owner, and find out whether their solicitor had ever requested the transfer etc but if the company who own the flat are on there just without a physical certificate maybe the letter of indemnity may be all that is needed (like my case). I think my share certificate is a share of the management company and allows me to have a vote when it comes to decisions etc; not sure if mine is share of the freehold, so could be different to yours anyway.

Richard_Webster

If the company was formed as a specialist flat management company then the memo and arts should say that you only are entitled to hold a share if you own a flat in the block and therefore the directors could issue a new share certificate to a buyer regardless of what the seller does.

Because of the fact that many directors of such companies get worried about it all and fiddle about with indemnities and so on it is much easier to have these companies limited by guarantee and then all the business with share certificates is avoided.

propertyman

Due to the issues in #6 a LBG company is not always suitable.
In these resident companies it is prudent for the Co Sec to confirm that a share is registered and issued but that unless they wish to have it it will be retained at the registered office for "safekeeping".