Freehold share transfer with lease; Deed of Variation

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  • Freehold share transfer with lease; Deed of Variation

    Hello

    I purchased a Leasehold Flat with a Freehold Share 3 years ago. The Flat is one of five in a converted Victorian House and all Flats have a 90 year Lease. There is an existing Limited Company and each Leaseholder has one share in this Company. The original Freeholder owns two Flats in the house and has two shares and he is the Director of the Company. I am the only owner occupier and the other Flats are Let.

    After living here for some time I discovered that the Freehold Share had not been purchased by the Leaseholders it had been given to them and that there was no Legal Agreement between Shareholders regarding the Property. The original Freeholder had no experience of owning such a Property and remains very ignorant about the present situation.

    As far as I can ascertain one Leaseholder was responsible for organising the Freehold Share and convincing the Freeholder to hand over one share to all Leaseholders.

    The original Freeholder has just sold one of the Flats that he owns in the house and it transpires that he has sold the Flat Leasehold and retained the Freehold Share.

    I am very concerned about this situation and the implications that this may have on my own position and security. I am a Pensioner and I live alone on a State Pension.

    Can anyone offer any advice please?

  • #2
    Is there anything in the lease or the articles of association that state that the freehold share must be sold/assigned along with the lease?

    Comment


    • #3
      There is nothing in the Lease, I am not very familiar with Limited Companies what are the "articles of association'?

      Comment


      • #4
        In lay terms, it is the regulations of your limited company. Get hold of yours and find out what it contains and what, if anything, it says on the matter.

        Comment


        • #5
          I will, thank you.

          Comment


          • #6
            Originally posted by Poppy View Post
            In lay terms, it is the regulations of your limited company. Get hold of yours and find out what it contains and what, if anything, it says on the matter.
            Yes. A copy could be:
            a. with the leaseholder's title deeds and documents;
            b. obtained from the freehold reversioner; or
            c. purchased via Companies House website (or any company search agency).
            JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
            1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
            2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
            3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
            4. *- Contact info: click on my name (blue-highlight link).

            Comment


            • #7
              Originally posted by jeffrey View Post
              Yes. A copy could be:
              a. with the leaseholder's title deeds and documents;
              b. obtained from the freehold reversioner; or
              c. purchased via Companies House website (or any company search agency).
              Hello Jeffrey

              Thank you for your reply I will buy via Companies House.

              Out of interest what exactly is "the freehold reversioner" and do I actually have a share of the freehold if I am not a Director of the Company?

              This company was set up by the Freeholder a few years before the Freehold Share took place.

              Comment


              • #8
                Originally posted by alex4art View Post
                Out of interest what exactly is "the freehold reversioner" and do I actually have a share of the freehold if I am not a Director of the Company?

                This company was set up by the Freeholder a few years before the Freehold Share took place.
                You can buy a copy of the f/r title from HMLR online @ £4. That will show who owns it.
                Do you really not know whether you are a member/Director? How come your solicitor explained nothing when you purchased?
                JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
                1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
                2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
                3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
                4. *- Contact info: click on my name (blue-highlight link).

                Comment


                • #9
                  Originally posted by jeffrey View Post
                  You can buy a copy of the f/r title from HMLR online @ £4. That will show who owns it.
                  Do you really not know whether you are a member/Director? How come your solicitor explained nothing when you purchased?
                  I do not know, but he did not. There was some last minute confusion as the Share Certificates for everyone were still being drawn up by the Freeholders Accountant as I was nearing completion. There was nothing relating to the Freehold Share with my Title Deeds and Documents and I received the Share Certificate about a month later and that is all.

                  I was told on completion that I had a Share in the Company that owned the Freehold, but not a Share of the Freehold and I did not understand the difference. I am very familiar with Leasehold as I have spent over 30 years being a Leaseholder, but myknowledge of Freehold Share was non existent at the time. The Lease length was ok so I went ahead.

                  Subsequently whenever I raise the matter amongst other Shareholders they clam up. Since the recent sale of the Flat in the house I cannot get a response from any Shareholder about the situation.

                  On the Land Registry Website my Flat is shown first as Leasehold then followed by Freehold, so I assume that I do have a Freehold Share

                  Comment


                  • #10
                    1. If there is a Share Certificate in your name for Company X, it's likely that:
                    a. you are a member;
                    b. you might also be a Director; and
                    c. X owns the f/r.

                    2. You personally would not directly own 'a share of the freehold', even if Estate Agent blurb suggests that you do.

                    3. The last paragraph of your post cannot conceivably be correct. Please post the HMLR text concerned (omitting names/addresses).

                    4. Companies House records will show who are X's:
                    a. members/shareholders (same thing, in this case); and
                    b. Directors.
                    JEFFREY SHAW, solicitor [and Topic Expert], Nether Edge Law*
                    1. Public advice is believed accurate, but I accept no legal responsibility except to direct-paying private clients.
                    2. Telephone advice: see http://www.landlordzone.co.uk/forums/showthread.php?t=34638.
                    3. For paid advice about conveyancing/leaseholds/L&T, contact me* and become a private client.
                    4. *- Contact info: click on my name (blue-highlight link).

                    Comment


                    • #11
                      Maybe they clam up because they also do not fully understand the mechanics of their limited company and what is owned. Please conduct the searches we have suggested and let us and your fellow shareholders/freeholders know the outcomes.

                      Am I correct in saying what you really want to know is, is it permissible for someone to own shares in the company when they don’t actually own a leasehold flat? If so, the answer is in the articles of association, if not in the lease.

                      Comment


                      • #12
                        I am not sure if this is what you want?


                        Properties that exactly match
                        Tenure: Freehold Price Paid/Value Stated Data: Yes
                        * (1)

                        Properties that are similar to
                        Tenure: Freehold Price Paid/Value Stated Data: Yes
                        * (1)
                        Ground Floor Flat,
                        Tenure: Leasehold Price Paid/Value Stated Data: Yes
                        Tenure: Freehold Price Paid/Value Stated Data: Yes
                        * (1)
                        First Floor Flat,
                        Tenure: Leasehold Price Paid/Value Stated Data: Yes
                        Tenure: Freehold Price Paid/Value Stated Data: Yes
                        * (1)
                        Top Floor Studio,
                        Tenure: Leasehold Price Paid/Value Stated Data: Yes
                        Tenure: Freehold Price Paid/Value Stated Data: Yes
                        * (1)
                        Flat 1,
                        Tenure: n/a Price Paid/Value Stated Data: n/a No information available
                        Flat 3,
                        Tenure: Leasehold Price Paid/Value Stated Data: Yes
                        Tenure: Freehold Price Paid/Value Stated Data: Yes
                        * (1)

                        * This row refers to a title that is duplicated elsewhere in the results table, as the title belongs to more than one property. The number in brackets will show you which other properties share this title. Please make sure you only purchase documents for one of these titles, as we cannot offer a refund for any documents you have purchased once you have downloaded them.


                        New enquiry


                        Property locator

                        Where there is a “Yes” next to “Price Paid Value Stated Data”, please note that this is the latest data available to Land Registry. When a property has been recently sold, property price paid data is taken from individual applications lodged with us and there is likely to be a delay in updating our records, which is outside our control.


                        Could you please explain what 'being a member' means?

                        Comment


                        • #13
                          Assuming that you put the correct address of the building, not a particular flat, the freehold title, looks like the first one listed as being exact. You want to purchase the title register.

                          But do you doubt that this limited company owns the freehold? If you don’t doubt that, then only obtain the articles of association.

                          Comment


                          • #14
                            No I do not doubt that.

                            This is my Retirement home and the other Leaseholders are absent.

                            What I need is clarification of my situation regarding the Freehold Share and clarification of any possible implications with respect to the recent sale of one Flat.

                            I just want to feel secure in my retirement.

                            Comment


                            • #15
                              There have been some changes to the situation since I first posted.

                              The new Leaseholder of Flat 3 (this is the one that has jut been sold) says that his Solicitor has told him that he is waiting for the Share Certificate for this Flat to come through from the Sellers Solicitor, the sale was completed on 23rd Dec 2009. So this is a wait and see.

                              I have copies of the relevant documents from Companies House.

                              On the Annual Return dated 10/12/2009 I am shown as having a Shareholding of:1 Ordinary Shares held as at 14/11/2009 for a private or non-traded public company.

                              There is only one Company Director Shown who is the original Freeholder who purchased the Property. He is also shown as owning 2 Ordinary Shares on the Annual Return.

                              It is shown that there are a total of 5 Shares with a Total aggregate nominal value of £5.

                              I also have a copy of the Certificate Of Incorporation for the PLC

                              This states that the Share Capital of the Company is £1,000 divided into 1,000 Ordinary £1 shares and that the Subscriber has taken One Share.

                              I have a copy of the Articles Of Association. I can’t find anything in these which states that a Share must be sold or allocated if the Property is sold.

                              The X PLC does have the Title Deed of the Property.

                              What I want to know is:

                              1) Do I own A Share of The Freehold of this Property?

                              2) Do I have to Sell or allocate this Share if I sell my Leasehold Flat?

                              Thank You.

                              Comment

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