Hello - sorry for another home mover non football related question
Is anyone on here know anything about transferring the shares of a company that was formed to purchase the freehold of a property?
we own a flat in a converted victorian house (4 flats) and we bought the freehold in December 2010. We formed a company and have been issued 2 shares per flat. this was all filed at companies house, we have certificates etc.
We are now selling our flat (and the 2 shares) and this needs to be transferred to our buyer, but our solicitor has told us that we need to appoint a company secretary (one of the residents) but even if we did that, they, like us, wouldn't have a clue where to begin with the organisation or the transfer of these shares etc.
anyone know what we can do or anyone specialise in this or want to be the company secretary for us for a reduced CAFC friendly rate? or even just explain this all to me in idiot speak?
The panic is, our buyer wants/needs to complete by 30th May. (haha) Should our solicitor be offering us more assistance with this? i've already gone back to him to say that we dont have a Secretary of the company or ever had one, and asked him if he can arrange it?
Thanks in advance!
Suz
0
Comments
Our solicitor tried to palm it off on us but im sure he did it in the end. We didnt have a company secretary as there were just three of us. One of the flat owners filed the annual reports for all us.
As far as I'm aware you can appoint yourself a CS which should have been explained to you when you formed the company and that name should be on the paperwork and documentation. Simply nominate yourself or if the company is partly owned by others then maybe one of them could be a CS. As you are effectively leaving the company that might be the simplest suggestion.
Hopefully this link works:
http://www.company-wizard.co.uk/eiw/forms/stocktransferForm.pdf
It should be self-explanatory you simply need to complete form and perhaps get your solicitor to check/tell you exactly what to write in each box.
Then post to:
Birmingham Stamp Office
9th Floor
City Centre House
30 Union street
Birmingham
B2 4AR
Either way, just remember that most Solicitors are useless bastards who have you by the short and curlies and will only do things when
they want to irrespective or how urgent it is and how desperate you, their client, are.
Good luck, I think you will need it.
it is a company that all of the owners of the flats set up when we bought the freehold. brand new - well 18 months old I guess.
So i could say i'm the company secretary just for arguments sake to get through this? the other flat owners are all burying their heads in the sand when i ask them anything
Ok...
You should have the company deeds somewhere - or a copy and the Company Secretary's name should be on that, most likely it got missed out and no one bothered to complete the form.
Technically you should tell Companies House if the directors or CS change along with the following info:
•Company Number
•Company Name
•Date of Appointment
•Date of Birth
•Full name of director/secretary
•Full service address
•Full residential address (if different from service address)
•The signature of the new director/secretary
So nominate yourself as CS and tell your solicitor - who really should have explained this to you.
Then d/l the form I linked to above, you might want to run it by your solicitor and ensure you write the correct things in each box and ask him if you *really* have to inform Companies House or for the sake of expediency you can proceed now and fill in the details later.
http://www.companieshouse.gov.uk/forms/generalForms/AP03_appointment_of_secretary.pdf
This is for a non-corporate CS (ie PLCs), I think/presume yours is a private limited company.
Companies House
Crown Way
Cardiff
CF14 3UZ
There's no charge.
It doesn't make sense to appoint myself as a secretary to gain responsibilty for 11 days then take myself off of it all again.
however, not getting much back from the others who live in our building and can't see them being that helpful to volunteer to be company secretary either.
i dont see why the law states you dont need a company secretary but to do anything you quite clearly do? i've got the documentation here that was sent to us with regards to us purchasing the freehold as well as our share certificates but no mention of a secretary. The solicitor we have appointed with our purchase/sale of our house is a different one to the one that was appointed to deal with the purchase of the freehold. I've already emailed her and she said she doesn't deal with transfers of shares.
REALLY dont see how owning share of freehold is an advantage as it cost us 4k to do and added nothing to the value of our property and is now holding up our sale.
You can access information re shares, directors etc of the Company here.
Get some names of directors and then get them to do the necessary.
If you had more time then it would be simpler to appoint someone else, but time is of the essence and they might drag their feet - as appears to be happening. Download two sets of the CS documents and then one of the others can become CS after you depart. It's just a case of filling in the forms and posting them off.
The law does say you need a CS (Companies Act I think??).
Why does the law say you need a CS...in bigger companies the job of the CS is to ensure all shareholders are informed of any directorial changes and other corporate stuff and to ensure compliance with the law.
My advice would be - complete/post the form and then write a letter to your fellow shareholders telling them what you've done and why and suggesting that one of them become CS after your sale completes and that you have the documentation for them to complete.
The exact responsibilities of the company secretary depend on the size and nature of the company and there is no statutory definition of what these are, but it generally includes some or all of the following:[5]
maintaining the company’s statutory registers;
updating the records held by Companies House;
maintaining the registered office;
managing and storing the company’s records; and
organising the company’s board meetings and annual general meeting.
From Wiki
If you know then get them to sign the stock transfer form.
Your solicitor should then file it for you as BFR and others describe.
If you don't know the answer to the point above and you are all directors then any of you can sign the stock transfer form although better someone other than yourselves do it.
Your solicitor can then file it for you as described above.
You say the Company is only about 18 months old so it could well be that first accounts, Annual return etc have yet to be filed with Companies House which might be confusing the solicitor or, more likely, his/her secretary
They are pretty much the lowest rung on the legal ladder. There's no law involved, the profit margins are minimal and the whole thing is process driven.
Generally speaking solicitors vary just as much as every other trade or profession. Some are brilliant, some are ok, some are terrible. Some work unbelievably hard some are lazy.
So i need a 'stock transfer form'?
We are all directors, so that should be quite straight forward then right? yeah, the company formed in December 2010 and it says on companies house 'no accounts filed' and that accounts are due December 2012.
we dont have a shared bank account and the only expenditure that we've all contributed towards is the buildings insurance.
thanks len, apprciate the advice.
@shag - 11 weeks? red paper? what?
Some are great, really on the ball and helpful. Others never return calls and most don't seem to ever invest in carpet, paint or filing cabinets : - )
Yes, in one of above posts I provided a link to one which is a standard form. Occasionally these do change - so you might want to download it and send it to your solicitor as apdf to double check that it's the latest/correct form. After that complete and post and that is one less job. TBH they should have sent it to you - but nevermind.
thanks for your help. i've printed the forms off and I think @les_says is going to see our solicitor tomorrow to speak face to face to him and also ask his advice regarding filling the forms in.
I have read online in various forums that other people buying/selling with this issue have agreed to purchase still and left this as an 'outstanding issue to be resolved' even after completion which is fine with us as we can sort in the next few weeks but I'm assuming these forms probably aren't processed within a week.
when we've met potential buyers showing them round we always mentioned it and said about the flexibility with regards to maintenance etc.
we always thought it would be an advantage, but for the money we've put in, we've not saved anything as we only lived with a freehold for 18 months so saved ourselves 1.5k probably in service charge and ground rent only and selling the flat for 5k less than we paid for it. so we're definately down :-(
Just got home to an e-mail from our solicitors.
Good tip re having one of us designated as the company secretary for simplification of any future sales.
If and when you complete make sure you resign as directors with effect from that date.
You don't want to be potentially liable as a director for events after your departure.
Hopefully the link will work!
http://www.companieshouse.gov.uk/forms/generalForms/TM01_termination_of_appointment_of_director.pdf