Conveyancing Advice – Lost Share Certificate

Over the last few years Fridaysmove have conducted hundreds of conveyancing transactions for sellers of leasehold properties who have a share in the freehold company.   We often find that many clients have lost share certificate and this can frequently cause a problem when they come to sell their leasehold property.   It is discovered fairly late on in the transaction that the share certificate cannot be found.  

The introduction of Home Information Pack’s is unlikely to affect the potential issue as a Home Information Pack does not need to include copies of share certificates.  

If you are selling a leasehold property and have a share certificate it is a good idea to check that you have your share certificate in the freehold company.   If this has been lost then please let your conveyancer know as soon as possible and they may be able to assist you in obtaining a new share certificate.   Better still, in order to save costs speak to the company’s secretary or company director and obtain a share certificate directly from them.   Some company secretaries are concerned about issuing duplicate share certificates and insist on a form of indemnity.   The standard form of indemnity wording is set out below to assist you in obtaining a duplicate share certificate.

Please note if the company is limited by guarantee as opposed to limited by shares then there will be no requirement for a share certificate and the absence of such a share certificate will not adversely affect or hold up your conveyancing transaction.   Please also bear in mind that in many leases there is a provision within the lease that states that the property cannot be sold without a formal transfer of the share certificate.   In these circumstances, assuming the company is limited by shares, it is imperative that the original certificate or duplicate certificate is available on completion of the sale of the leasehold property.

INDEMNITY FOR LOST SHARE CERTIFICATE


To:     The Directors of . . . . . . . . . . . . . . . . . . . Freehold Limited(“The Company”)

The original Certificate of Title to the Securities of the Company, detailed below (“Securities”), has been lost or destroyed

To the best of my/our knowledge and belief neither the Securities not the Certificate of Title thereto have been transferred, charged, lent or deposited or dealt with in any manner affecting the absolute title thereto and the person/s named in the said Certificate is/are the person/s entitled to be on the Register in respect of such Securities

I/We request you to issue a Duplicate Certificate of Title for the Securities and in consideration of your doing so, undertake jointly and severally to indemnify you and the Company against all claims and demands and any expenses thereof, which may be made against you and/or the Company in consequence of your complying with this request and of the Company permitting at any time hereafter a transfer of the Securities, or any part thereof, without production of the said original Certificate

I/We undertake to deliver to the Company for cancellation, the said original Certificate of Title for the Securities should the same ever be recovered.  

PARTICULARS OF CERTIFICATE LOST OR DESTROYED

Certificate No    Date of Issue        Amount & Class    Registered Holder
of Security




SIGNED

……………………………
Name:

Dated this         day of 2009