Reissure Share Certificate on freehold flat

whatuk65

Hi, I'd be very grateful if someone could give us some advice.

In November we bought a flat, which is share of freehold. Everything was fine except that the previous owner had lost the share certificate for their share in the freehold company. We went through with the sale as we were advised that it wasn't worth holding up things up for.

Now 6 months in, and it turns out that the company secretary (our downstairs neighbour) has retired from her duties, and is unwilling to help with reissuing a new certificate.

Could anyone advise us on how we go about sorting this out? Where do we even begin to find out the information we need?
From looking online (https://www.informdirect.co.uk/shares/lost-share-certificate-replace/) I think that we would need to get the previous owner to sign an indemnity document saying they have lost their certificate.
Our neighbour above has provided us with a copy of her share certificate; can we duplicate this and then get it signed by 2 directors? Do we have to do anything else, other than bring it up at the next directors meeting?

Thanks

AdrianC

There has to be at least one director, by law. Badger them.

whatuk65

sorry what do you mean?

steampowered

It is not the end of the world that you don't have a share certificate.

Share certificates, legally, do not demonstrate ownership of shares. Legal ownership of shares derives from a company's "register of members", aka its shareholders register, which should be kept at its registered office. Not from the share certificates.

Practically though, you probably want a share certificate issued to you as the new property owner, in case you need it when you sell the property.

A share certificate can be validly signed by two directors of the company, or one director who witnesses the signature.

I would suggest bringing this up at the next directors meeting. Hopefully one of the directors will be willing to help.

whatuk65

Hi,
But if none of the other directors know what to do, how do we approach this?
We have neighbours who are directors who would be willing to sign the certificate, but do we just copy their certificate but with our names? And how do we register on the register of members?
Basically the only person that knows how to do this is not cooperating, so we need to figure it out ourselves.

Tiglet2

The previous owner of the flat should have forwarded a copy of their share certificate to their solicitor as part of the conveyancing process. If they didn't have a certificate, their solicitor should have asked them to sign a lost share certificate indemnity, along with a stock transfer form to enable a new share certificate to be issued to you on completion. Why did that not happen? Why don't you call your solicitor who acted for you in the purchase and find out what was done (or not done) in this respect?

AdrianC

whatuk65 wrote: »

sorry what do you mean?

I mean that if the person who was CoSec has resigned, then they've resigned. There's no legal requirement for a CoSec. But a limited company MUST have at least one director. That's the person/people to hassle.

Search Companies House's website to find out who they are.

davidmcn

AdrianC wrote: »

a limited company MUST have at least one director. That's the person/people to hassle.

And if they don't understand their responsibilities, gently point out to them that they ought to either delegate them to someone who does, or stand down so that somebody else can take over. If they're not maintaining the register of members, what else are they not doing?

steampowered

whatuk65 wrote: »

Hi,
But if none of the other directors know what to do, how do we approach this?
We have neighbours who are directors who would be willing to sign the certificate, but do we just copy their certificate but with our names?

Perhaps the best thing to do would be to write the certificate yourself.

There is a template at https://www.companywizard.co.uk/resources/share_certificate.aspx.

You can then print it off, bring it to the directors meeting, and ask one of the directors to sign it. Remember to get someone to witness the signature and sign the witness block.

And how do we register on the register of members?

Might have to let this one go ... if nobody is taking responsibility for administrative matters there might not be one.

whatuk65

Why did that not happen? Why don't you call your solicitor who acted for you in the purchase and find out what was done (or not done) in this respect?

No one seems to know what to do, so it's been left up to us to figure out.

Cool, so it seems like we can just copy the share certificate of our neighbour upstairs, and get them to sign it as they are a director, and bring it up at the next directors meeting and that's it?
Do you know what we do about numbering the certificate, as there's no way we know what number everybody else has.