Land Registry help - amending restrictions with dissolved companies on deeds

k_c100

Ours is a bit of a complex situation (not helped by a conveyancer who is out of her depth!) but hoping someone might have experience of this?

We have a restriction on our deeds that state any sale of the property needs a certificate signed by two named companies (who were the developers of the homes) but these 2 companies are dissolved, one in 2008 the other in 2018. Digging further into it, the reason for the certificate (which must be signed by transferor, transferee and 2x companies) is due a transfer title (form TP1) for some shared entrance and parking areas and a few other communal bits of the land in front of the houses. The assets of the company that was dissolved in 2008 went to the crown (Bona Vacantia) who then disclaimed it. The assets of the other company don't show up anywhere online from what I can see, there was a liquidator appointed in that instance so all the forms from this have been sent to land registry. There is no management company for these shared areas.

Due to our solicitor being a bit hopeless she just submitted an RX3 in the first instance as the buyer wants this removed and the 2 companies no longer exist, so she sent the RX3 without any evidence which of course was rejected, with a requisition for more evidence. She then submitted an RX2 to amend the restriction but instead the Land Registry have granted a temporary order allowing the purchaser to go ahead for a 3 month period without the restriction. That is not acceptable to the purchaser as they are concerned about saleability in the future with this restriction still in place on the deeds. 

My thinking is trying to amend the restriction again via the RX2 would be the best approach - to agree that a certificate relating to the transfer title (they talk about the fourth schedule which lists everything the prospective buyer must maintain) signed by transferee and transferor will be sufficient, and to remove the names of the 2 dissolved companies as they are no longer relevant to the property.

Has anyone had anything similar and can you offer any advice? We seem to be on the verge of progress with the Land Registry each week then they send something back which is a curveball (like the 3 month temporary period where the restriction doesn't apply) and it makes us almost lose our buyer, causing huge amounts of stress. We have explained to the buyer in theory they could just submit an RX2 asking for a temporary amendment to the restriction like they have done in this instance, in the event they ever wanted to sell the house - but that is not sufficient for him as he wants these 2 companies removed from the deeds. 

He has said he is happy with the contents of the fourth schedule (as there's nothing unusual in there) so in theory we as the transferors and he as the transferee would be happy to sign a certificate to confirm the covenants in the fourth schedule will be adhered to. But is that even a thing that exists? Would the Land Registry accept that?

There is no company secretary for either of the 2 dissolved companies anymore and even if there was, the buyer does not want to proceed if he'd have to jump through these hoops if he ever came to sell in the future. 

Any thoughts/advice very welcome, we've been trying to resolve this for over a month now and this house has been on the market over 2 years so we are desperate to sell - we really don't want to lose the buyer! Our solicitor just said she has no other ideas other than we'd have to sell the house with this restriction in place to someone else, but no-one in their right mind would purchase a house where you need a certificate signed by 2 companies that don't exist if you wanted to sell the house in the future! 

Land_Registry

I think your main issue is with the buyer/their conveyancer in them understanding how the restriction was created and the terms of the transfer/compliance you refer to. Simply saying we want it removed we buy is fine but if it can5 be removed where do you go next? 

Form RX2 is often used in these scenarios to disapply a restriction for a period of time to allow a specific transaction to go through and be registered. 3 months is the period allowed.  So if able to satisfy us over it’s disapplication once then the same can presumably happen if they want to sell. 

Circumstances may change by then but if not and companies still dissolved and crown has disclaimed then what’s different. 

Either or both conveyancers need to consider the legal implications involved re the companies interests and the impact of their being dissolved. That’s not a registration issue and one we can’t offer legal advice on but if they can’t cancel it, can’t get it withdrawn by the companies then you can’t have a ‘that’s it, can’t do anything’ scenario, hence the RX2 option with the supporting (legal) evidence being the key