Buyer's Solicitor Wants the Share Certificate

There is a specific email that lands in a freehold company director's inbox roughly once every couple of years, and it always arrives on a Friday. It is from a solicitor you have never met, about a flat you only vaguely know is being sold, and it asks for "the share certificate and the company's replies to the standard enquiries" as though you keep these things in a labelled drawer.

Most people do not. So here is what is actually being asked for, and why it matters more than it looks.

What the solicitor actually needs

Three things, usually, and they are less exotic than the letter makes them sound.

• The seller's share certificate. The physical (or scanned) document showing the seller holds one share in the freehold company. If the company has never issued certificates, say so plainly rather than going quiet.
• A completed stock transfer form (J30). Signed by the seller, showing the buyer's details and the consideration. This is the instrument that actually moves the share.
• Confirmation the company will register the buyer. In practice: that the directors will approve the transfer and enter the buyer in the register of members.

Some solicitors also ask for the company's articles, the last set of accounts, and a note of any service charge arrears. None of that is unreasonable. It is the same due diligence you would want done if you were buying.

Why the delay costs somebody money

A share of freehold sale can complete without the share having formally moved. It happens constantly. The buyer takes the flat, the paperwork drifts, and two years later the register of members still lists a person who moved to Bristol.

That becomes a real problem at the *next* sale, when a more diligent solicitor pulls the thread and finds the chain of ownership broken. Untangling it means chasing someone who has no reason to reply. Better to close it now, while everyone still has a motive to be helpful.

If the seller cannot find their certificate at all, that is a solvable problem too, and we have set out what to do about a lost share certificate separately.

The order to do it in

1. Check the register of members to confirm the seller genuinely holds the share the certificate claims. If the register and the certificate disagree, the register is what governs.
2. Get the J30 signed by the seller, with the consideration filled in and the right certificate on the back completed. Under £1,000 and it is usually certificate 1 and no stamp duty, but see our note on stamp duty on a share of freehold transfer before assuming.
3. Approve the transfer at board level. A short written resolution is enough for most companies. Check your articles for anything unusual.
4. Update the register of members with the buyer's name, address and the date of the transfer. This is the one register you still have to keep.
5. Issue the new certificate and cancel the old one.
6. Reply to the solicitor with the lot, in one email.

The full walkthrough lives in our guide to transferring a share when a flat is sold.

When the seller has stopped replying

Occasionally the person who needs to sign has lost interest, or there is a dispute, or a co-freeholder is holding the signature back to get something else moving. That is a different problem with a different fix, and we have written about what to do when a co-freeholder will not sign.