A company limited by shares, run by shareholders,elected to be directors to manage our freehold, has, disposed of my share issued to me when i purchased my property. This happened back on the 31st March and no formal documents were posted to me to inform me of the fact. I discovered it by accident on the 8th Dec 09 when checking up on 363a docs, downloaded from Companies House.

What does this mean, what are its implications and was it legal.

thank you
Dee

On the face of it the company is not competent to transfer any shareholder’s shares; only a shareholder can do that

But perhaps your lease, or the articles, empowers the directors, on your behalf, to execute a stock transfer form in the event that you refuse to execute a transfer yourself in certain circumstances eg when you sell your flat. I assume this doesn’t apply in your case

A transfer of your shares may have been mistakenly registered but there should be so many checks against an incorrect transfer: the share transfer should have to have been approved by the directors. In addition, it is likely that the company’s articles contain a restriction on transferring shares only with approval of the directors. Further still it is likely that the articles allow only tenants to become shareholders. So there are three hoops the transfer should have gone through before being registered. Then the directors should have approved the issue of a new certificate and it would probably have to have been signed and possibly sealed. Somewhere in there, something has gone wrong – my guess is that none of the procedures has been followed correctly

Then there is the possibility of a forged share transfer, in which case you would have a right of action against the company for your share and restoration to the register but, in the context of a qualifying share for part of a freehold, it is almost inconceivable that anyone would bother to forge a transfer

Which only leaves an error, probably in the annual return

Have you asked any of the directors?

I discovered the disposal when i downloaded the annual return from companies house, form 363A. We do have problems with the board and their approach to shareholders is diabolical at times. I imagine (if it was not an error) done prior to the AGM when they expected some opposition to board selection of new directors led by myself.

What i find astounding is companies house accepted this cancelation, i have no communications it was taking place, until after the event.( i learnt of it on 8th Dec 09).

The annual return states

0 ordinary shares held as at 13/05/2009
1 disposed of in period on 31/03/2009
my name....

the annual return is dated "authorised 19/05/2009"

this above statement is at the end of the AR, but in the middle of the Annual return my share status is written again, with the share stated as 1.

Perhaps it was disposed of on the 31/03/2009 and then reinstated on the 13/05/2009.

Should i contact companies house, would they have documentation supporting an error or otherwise?

Companies House just files annual returns, it doesn't examine the stuff for accuracy - it can't

I think you have to approach the directors. It is probably a mistake

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