Selling share of freehold - have I prepared the right documents?

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    Selling share of freehold - have I prepared the right documents?

    Hi all, I have a question. I'm a presently selling a share of freehold to a leaseholder in my building, and just want to check I have everything correct in terms of documentation.

    I understand that these are mandatory:-
    a share certificate for the soon to become freeholder;
    a stock transfer form.

    Having done a search of the forum, I can see that I will need to update the register of members. The only other document I can see that I might need is a Licence to Assign, if there are are terms in Memorandum of Association that require it.

    Is that it? Does anyone think I need anything else?

    Thanks in advance for your thoughts.

    Is the buyer of a share in the freehold to become a lessee, or is the buyer a leaseholder already? If so I cant see that there is the need for a licence to assign, as the assignment would have taken place some time ago!


      The buyer is a leaseholder already.

      Final question: I believe that stamp duty is not due on the sale of a share of freehold, but can anyone confirm this? I can't find any confirmation on the HMRC website, or anywhere else!


        A bit of research and I've answered my own question. So, just for future reference according to the Leasehold Advisory Service, SDLT (Stamp Duty Land Tax) applies to the purchase of share of freehold ( - but, as posted by Jeffrey in another thread, "SDLT will not apply unless price for f/r >£125 000" (


          Is the freeholder company limited by shares of guarantee?

          If by shares then you need to see a signed stock transfer form and a share certificate.

          If by guarantee you need the buyer to sign a form (devised by you) agreeing to become a member of the company and to pay the amount of the guarantee (usually £1) if the company is dissolved.

          As a conveyancing solicitor I believe the information given in the post to be useful (provided it relates to property in England & Wales) but I accept no liability except to fee-paying clients.


            If the freehold title is held in your personal name , then I would expect you need to complete a Land Registry Transfer Form and SDLT may apply if the value of the transfered property exceeds 125K into joint names .

            If the freehold title is held by a company for which you are the sole director and shareholder, and only issued one share ? Then I would expect if you issue a new share or transfer an existing share for money , stamp duty may apply and rates for share transfer are given on website . Subsequently the changes will be reported in the annual accounts and members list in the annual returns to Companies House.


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