Share Transfers with Bretby Hall Apartment Sale

There are three companies

05837844 Bretby Hall Freeholders Ltd  (BHFL

04017152 Bretby Hall Management Company Limited (BHMCL)

03821108 Bretby Park Estate Management Company Limited (BPEMCL)


If you need an LPE1, first contact point should be to our collection and advisory agent who can be found here;

Property Transfer 

Clause 15.1.2 (i) requires that any assignee (purchaser) will enter into a direct deed of covenant with the Landlord (BHFL) and the Manager ( BHMCL)  to observe and perform the covenants in the Lease and to in future pay rent and service charges.  The document is paid by the lessee (seller).  

Clause 15.1.2 (iii) demands that all arrears of rent and service charges are paid up to date before any assignment takes place.

The lease is “unusual” for a residential lease as it also demands a Licence to Assign prior to sale drafted in the eighth Schedule Clause 15. This is something we inherited, so we have attached the required forms here to make the process easy while still ensuring full compliance with a sale. 

Bretby Hall - Bretby Hall Licence to Assign - Download Summary

The assignment will not be given until clause 15.1.2(i) has been complied with in additon to receipt of an emailed copy of the signed stock transfer forms as detailed below to ensure compliance with the articles of association. email This email address is being protected from spambots. You need JavaScript enabled to view it. 




Share Transfer 

If you are transferring property at Bretby Hall, you may also have shares in BHFL. BHFL can advise and produce a share certificate if lost, please contact This email address is being protected from spambots. You need JavaScript enabled to view it. 



Both companies have subcontracted their management show here;

however they do not get incolved with shares. The seller’s solicitor should be able to handle this.

Shares in BHMCL and BPEMCL are required with an apartment transfer as the owner has one share in each for voting. The nominal value of each share is £0. The company secretary of each board can provide the share certificate on sight of proof of ownership of both the property and signed and dated stock transfer form. An alternative is for the seller to indemnify the buyer using their solicitor covering loss of certificate. The stock trasnfer forms will need to be completed by the seller. 

The stock transfer form can be downloaded here with advice here 

As the nominal value is zero, there is not need to submit to HMRC for stamp duty, and the share certificate can be issued without a HMRC stamp.



The procedure to transfer shares in BHFL if you have them and obtain a Share Transfer Certificate, are as follows:

It is commonplace to not fully understand why there is a need to submit to HMRC, to pay Stamp Duty on the BHFL share purchase. If shares are trasnfered without a property so using the nominal value of £500\share, stamp duty is applicable. The confusion comes that the shares can be included in the purchase of the apartment so even though 10 unit of £500 are to be transferred, it can be considered not for the value of £5,000.00 and that the consideration for the shares can be £nil; therefore there is no stamp duty is due on the shares. We have sought the advise of HMRC who confirmed stamp duty is not applicable in that scenario. BHFL use the advice of a specialist compliance house to handle share transfers. Where stamp duty is applicable, the issue of a share certificate by BHFL to the buyer will only happen after stamp duty is paid to HMRC and acknowledged as paid by HMRC.  


The process is as follows when shares are transfered without a property at nominal value;

You should use the BHFL company number 5837844 as the payment reference and make a payment of £2.50 per share unit, i.e. 10 shares, £25, 15 shares, £37.50 etc. The bank details for HMRC are below.

HMRC Stamp Duty
s/c – 08-32-10
a/c -  12001098

Once you have the payment proof you will need to send that to HMRC with the signed Stock Transfer Form (STF) using this email address  - This email address is being protected from spambots. You need JavaScript enabled to view it.

Make sure you put a contact address and number on the email to help get past the HMRC spam filter. 

HMRC will email you back a confirmaton of stamp when sucessfully completed. An example of this email is at the end of the document. Once you receive this, email, (example from HMRC shown below) email to BHFL who can then issue your share certificate.

Note, this is only relevant on shares over the value of £1000 so is not applicable to the share certificates of the other boards where there is no significant nominal share value so allowing immediate issue of share certificates.

The company secretary for BHFL is Helen at This email address is being protected from spambots. You need JavaScript enabled to view it. 





BHFL position on Share Certificates

BHFL have appointed a compliace house and their advice which the board have adopted;

The advise from our solicitor is that a transfer is not complete until it
has been entered on the registers which would not be done before the
completed transfer form has been received - in the case of stamp duty
being due this would be when the stamped form (or currently under new
covid procedures a letter from HMRC) is received back.  As such procedure
dictates that we issue the certificate on completion.


Example HMRC stamp


HMRC example stamp p2



  Bretby Hall Freeholders Ltd

   Bretby Hall 
   Burton On Trent
   South Derbyshire
   Postcode DE15 0QQ
   United Kingdom