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)
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.
BHMCL and BPEMCL
Both companies have subcontracted their management to Hadriens however Hadriens 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
Contacts for the Company secretary of BHMCL and BPEMCL can be provided by Hadriens. BHFL is below.
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.
BHFL
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. The confusion comes that the shares are included in the purchase of the house 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 is actually £nil; therefore no stamp duty is due on the shares.
This is not correct in the eyes of HMRC or company law. HMRC will regard the shares to have a minimum value as per the nominal value as registered at companies’ house. So, ten units of shares will have a nominal value of 10 x £500 = £5000 and the buyer will have to pay the stamp duty to HMRC of 0.5% = £25 to HMRC.
BHFL use the advice of a specialist compliance house and their view who we have to follow is the issue of a share certificate by BHFL to the buyer can only happen after stamp duty is paid to HMRC and acknowledged as paid by HMRC. The process based on advise from our compliance house is shown below "BHFL position on Share Certificates".
The process is as follows;
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.
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
Chairman
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
