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Selling our share freehold flat. No share certificate and will take a few months to issue. How can we proceed?

4 replies

ManchesterLouie1986 · 26/04/2022 18:28

We are selling a shared freehold flat. We bought our share of it 4 years ago (it was a leasehold when we purchased the flat), and a few owners of the other flats in the building volunteered to become directors and they paid a firm to do things like complete the deed at the land registry, issue shares to the rest of the flat, etc.

Except it turns out that - although the land registry etc is done - each flat doesn’t have it’s official share yet. The directors all have their share though.

We discovered this wasn’t done when our neighbour sold. The lack of shares for each flat is because that initial company our directors employed went bust part way through the process - which we did know about, we just didn’t know they’d left the job part done.

Our neighbour who sold was able to indemnify and move on.

Our buyer’s solicitor, however, is insisting on the share certificate before we exchange contracts and doesn’t seem to be willing for us to indemnify - well, he is ignoring our request to do so.

And the new company who is issuing the shares is saying this will take “a couple of months”.

We’ve sent evidence that it is underway, that it’s all been paid for - that, essentially there’s no risk and no foul play and offered to indemnify against any possible risk. But this is falling on completely deaf ears.

The owners of the house we’re buying have told us via the EA they’ll pull out if there are any more delays in our sale. They want exchange this week or else.

I have no idea what to do!

Oh, and the person at the company who can issue the share has gone on holiday. I’m told that issuing a share is incredibly easy but…. Ahh! I could scream!

What more can we do to persuade our buyer? Or should we look for a new one who would be willing to accept an indemnity? That would mean we lose our house but it feels like we’ll lose it either way! 😭

Help! I just want to move on with my life! This sale has been dragging on for SIX MONTHS now!

OP posts:
WeAreTheHeroes · 26/04/2022 19:18

Has the management company been incorporated and registered with Companies House? Who are the shareholders listed in the articles of association which form part of the incorporation documents? All of this info is available free via the gov.uk Companies House website.

Okigen · 26/04/2022 19:24

OP, I'm very sorry to hear about it. Another idea is to check the memorandum of incorporation of the freeholder company and see if it says something along the line of the share being issued to residents only, and upon selling the directors of the company would have the power to transfer the share to the new owners? If yes, you can point out to the buyer that it will be impossible for you to retain the share upon sale?

ManchesterLouie1986 · 26/04/2022 21:38

It has - and the directors of the building (residents who volunteered) are the shareholders.

I’m not clear what our buyers’ worry is - that they will never get a share? I really don’t know.

OP posts:
ManchesterLouie1986 · 26/04/2022 21:41

This is useful! I will, thank you!

We have completed a Share Transfer Form, which - I think - would stop us from retaining a share upon sale.

We’ve supplied them with evidence that it is underway, but it doesn’t seem to be enough. We’ve even told them we’re about to lose our sale, which means the chain would collapse, but that doesn’t seem to make any difference to them either.

OP posts:
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