Transfer of freehold & notice of assignment when selling my flat

jzilla

I am in the process of selling my flat which is part of a shared freehold we purchased when we first bought the flats. It is one of three flats in a combined building. We set up a limited company for the distribution of shares and these were allocated 30%, 30%, 40%. AIso we all pay a monthly maintenance into a company account so we can use it for any repairs or building insurance and end of year accounts etc.  I have been asked by the solicitor if the management company requires a 'notice of assignment' and whether we would charge a fee for this? This is not a big block of flats with a separate management company, so wanted to know if this is necessary?

Also the solicitor has advised that they do not notify Companies house of any changes ie. change of director which I was as part of the company along with one of the other tenants. We also have a secretary too. Does it cost anything to do this, and would I need to make the new tenant a director or is it fine just to remove myself?

Re.shares distribution in the company, I am presuming that is all handled by the conveyancing solicitor and I dont need to worry about informing companies house of anything to do with that myself?

Thanks in advance!

theartfullodger

What does YOUR lease say about this please? Can't seem to read it from here... Have you read it??

Don't think this is transfer of freehold.    The limited company owns now ( after sale will still own the freehold - you DON'T).  What this is is IMHO a transfer of ownership of a share of the limited company.

Company is a different legal entity to the individual owners (joint or individual) of shares in company.

DullGreyGuy

So the company is the freeholder and you a shareholder of the company?

Assuming the above is correct then the company will need to inform Companies House that a statutory director has resigned, remove you as a person with significant control (shareholder with over 25% holding) and register the new owner as a person with significant control. There are no fees for doing this, the PSC has a 14 day timescale for notifying Companies House. 

If the new owner should become a statutory director will depend on preferences and the MoA of the company, it isnt required that all shareholders/members are be statutory directors but by not being one you delegate day to day running to those that are. Our last place was share of freehold, the MoA states there must be at least 4 and no more than 8 directors, there were nearly 200 flats and about 150 of them were share of freehold. 

eddddy

jzilla said:

I am in the process of selling my flat which is part of a shared freehold...

I have been asked by the solicitor if the management company requires a 'notice of assignment' and whether we would charge a fee for this? This is not a big block of flats with a separate management company, so wanted to know if this is necessary?

I suspect you are being asked this question in your role as a representative of of the joint freeholders - not in your role as a leaseholder selling your flat.

The background is that...

• Usually when a new leaseholder buys a flat, they (or their solicitor) sends a letter to the freeholder saying something like "My name is Alex Green, and I'm the new owner/leaseholder of flat 2" (That letter is called a 'notice of assignment'.)

• Then the freeholder knows who to address service charge bills, ground rent bills and other notices to.

• Usually, a freeholder charges a fee (maybe £150) for dealing with the letter/notice

But given your set-up, your joint freeholders possibly don't need a letter/notice like that from the the new flat owner (and therefore no fee).

jzilla

Thanks both. @DullGreyGuy I am slightly confused about how it was set up by the solicitors when we did it and they are not around any more! Looking at the companies house 363s Annual return each flat owner has one person as a director and then one of the other flat owners has one person as the secretary. It has £1000 of shares divided between us proportionately. i.e £300, £300 and £400. So I am not sure if that means the company is the freeholder? It seems to more represent the proportion of share we have as its a nominal value?

[Image removed by Forum Team]

DullGreyGuy

I've asked the moderators to remove the photo because it includes the company number and so identifies you. 

Companies House won't automatically identify that, having seen the company number I checked the MoA which may have stated the company's purpose but is a fairly old version of model terms and so it doesn't. It could have been the freeholder or just a management company. 

The Land Registry however has the title and confirms the company to be the freeholder 

jzilla

DullGreyGuy said:

I've asked the moderators to remove the photo because it includes the company number and so identifies you. 

Companies House won't automatically identify that, having seen the company number I checked the MoA which may have stated the company's purpose but is a fairly old version of model terms and so it doesn't. It could have been the freeholder or just a management company. 

The Land Registry however has the title and confirms the company to be the freeholder 

Ahh thankyou! I hadn't seen the company number. Ok so the company is the freeholder technically. 

jzilla

eddddy said:

jzilla said:

I am in the process of selling my flat which is part of a shared freehold...

I have been asked by the solicitor if the management company requires a 'notice of assignment' and whether we would charge a fee for this? This is not a big block of flats with a separate management company, so wanted to know if this is necessary?

I suspect you are being asked this question in your role as a representative of of the joint freeholders - not in your role as a leaseholder selling your flat.

The background is that...

• Usually when a new leaseholder buys a flat, they (or their solicitor) sends a letter to the freeholder saying something like "My name is Alex Green, and I'm the new owner/leaseholder of flat 2" (That letter is called a 'notice of assignment'.)

• Then the freeholder knows who to address service charge bills, ground rent bills and other notices to.

• Usually, a freeholder charges a fee (maybe £150) for dealing with the letter/notice

But given your set-up, your joint freeholders possibly don't need a letter/notice like that from the the new flat owner (and therefore no fee).

Thanks @eddddy for the advise re. the notice of assignment. Yes sounds like this wont be required in our case.

RAS

If I was buying the lease, I'd want an undertaking that when the lease is purchased, the shares in the company would be transferred to me.

Since each has a value, it may well be that the appropriate sum needs to change hands and the secretary records the new director at Companies House.