Private Limited Company. Property

[HenI5]

Any useful advice would be appreciated.

Am enquiring for a friend who owns a leasehold flat with share of the freehold. The other four owners - so five in total - are rather elderly and/or incapable and can't really help.

No one understands how the limited company which holds the freehold was set up or what the share structure is. Share certificates are missing and there is no historic information which makes any sense.

The limited company is now on an even keel with accounts filed etc. having been mismanaged in the past. Characters involved are tricky to say the least but everyone would like to get this issue sorted out. There is no professional management company in charge at the moment but the last three companies who did administer the block failed to address this issue.

The limited company receives the monthly service charge fees and pays out joint expenses that is all, there is no trading or profit element. Each property pays an equal service charge and if anyone were to sell their contributions remain in the limited company fund. Properties have changed hands without this share situation being resolved but one owner in particular is agitating for a resolution.

My question is, can the directors and shareholders just reissue share certificates of 20% ordinary shares each. There was no, or very little, capital input involved many years ago and no monetary value to the shares, simply an equal say in the freehold.

I hope I made the situation and question clear and that someone can shed some light as the company doesn't have money to spare on consulting a solicitor to be honest, but obviously needs to ensure any actions comply with proper practise especially in the event of a property sale.

If you don't already have them you need to get hold of the Articles of Association and Memorandum of Association from Companies House. These will tell you how the company is set up. It may be limited by guarantee in which case there are no shares.

Thank you. You've prompted me to do a bit of digging.
£600 share capital. 4 x 120 shares 1 x20 and 1 x 100 both to the same shareholder. Odd.

I found out that I can obtain copies of the Articles and subsequent share amendments for £2 each on download. So will do that.

Also the filed Annual Return is supposed each year to say who the shareholders are and what shares they hold.

There hsould be statutory books with a register of shareholders but I assume they were not filled in and people may have had share certificates.
If those are lost and all the residents agree and it is clear everyone has 20% of the shares you can certainly put that right now and issue new certificates and make the entries in the company books.

The shares you describe though seem very different. On our estate (many many many more houseowners than your example) only two people hold shares and they hold them on trust for the residents' association of which all owners are members, so that new owners do not have to be registered and given share certificates. However with only 5 houses in your example that should not be too much trouble to do share transfers on each house sale.