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Alex J.
Alex J., Law
Category: UK Property Law
Satisfied Customers: 3557
Experience:  LPC, 2 Years Conveyancing
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Trying to extend the leasehold of a flat in Gibraltar years.

Customer Question

Trying to extend the leasehold of a flat in Gibraltar for many years. The company owning the headlease has been in liquidation for 20 years and another company which is a shareholder of that company has been stuck off for not submitting accounts. What can I do as time is passing fast.
Any advice is appreciated. Thanks
Submitted: 1 year ago.
Category: UK Property Law
Expert:  Alex J. replied 1 year ago.

Hi, Thank you for your question and welcome. Are you exercising your rights under Gibraltar Law or under English Laws that allow for a lease extension? How many flats are in the block? Kind regards AJ

Customer: replied 1 year ago.
Hi Alex,Rights under Gibraltar Law. There are 30 apartments in the block, 15 were granted leases in 1988 for 999 years at a cost of £2000. The other 15 have short leases of less than 60 years. The Head-lease owner of 999/1000th share went into compulsory liquidation by high court order in 1996. This company is still in liquidation. The other 1/1000th shareholder was struck off the Company registry for failing to submit accounts for 20 years. Originally the liquidators were locally based, but new liquidators were appointed in the UK in 2008.Flat owners continue to be ever more significantly disadvantaged by our expiring leases. There is a state of paralysis where we cannot negotiate lease extensions because the headlease asset is inaccessible within the insolvency process. We are being more and more seriously disadvantaged by the effect this is having on the individual values of our properties. There is a recent example of a purchaser strongly forcing the price of a flat downwards because of the expiring lease. The unfairness of the situation is highlighted by the existence alongside us of 50% of identical flats in the same block with leases which are 900 years longer.What is the approach to resolve this situation and extend the leases. Is there a case to appeal to the Supreme Court in Gibraltar.ThanksKind RegardsTarifa
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. The liquidators are the guardians of the company assets, have you approached them about agreeing a new lease?

Customer: replied 1 year ago.
Hi, The liquidators have been approached but what we have been led to believe is that the "issue" is, so we are told, that because Company A is the nominal owner of the head lease, despite 999 of its 1000 shares being held by the spin-off Company B. Therefore, Co. B cannot be completely liquidated until Co. A is first liquidated and the assets passed over to Co B.We have been led to believe that because the companies are in liquidation we can't really negotiate on a purchase figure because the asset isn't released yet, ie it isn't technically for sale yet. - is this correct?This brings me back to your first statement 'that the liquidators are the guardians of the company assets' I Take it therefore we are able to purchase the head lease regardless of whether the companies are in liquidation or have been removed from the registry (for failing to submit accounts)ThanksTarifa
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. The liquidators will be able to give you a lease extension and negotiate over the price as long as it is in the best interests of the company creditors. You have to accept that (a) They may require an indemnity from you in respect of any claims or issues over the papers work and (b) They wont give you any warranties. A proper liquidator (being Insolvency Practitioner should be comfortable negotiating with you. As a starting point have you taken any form of advice as to want a extension might cost?

Customer: replied 1 year ago.
Hi Alex, to answer your question, yes we have had a professional valuation of the value of the Head-lease as the liquidators would prefer to sell the whole head lease rather than give individual lease extensions. Our valuation is considerably less than that of the liquidators. However, the liquidators have stated that they cannot release 'the asset' because one company is in liquidation and the other has been struck off the Registry for failing to submit account - my question to you is - can this be the case?If the company has it effect been dissolved who are the creditors and how can the head lease be acquired? and made available?Can the liquidators of a Gibraltar Company be a UK company, in effect in liquidators in another jurisdiction?If the Head lease owning company has been dissolved do the assets (Head-lease) revert to the Crown (Gibraltar Government) who originally gave the Head-lease to the developers?Thanks. Tarifa
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. The struck off company is complicated, you would need to write to the Treasury Solicitor who is the guardian of assets that have transferred bona vacantia - https://www.gibraltar.gov.gi/new/treasury-department - any lease renewal would also then involve the Treasury Solicitors consent. I would ask the liquidator if they would be prepared to agree a renewal where the Treasury Solicitor supports such an action? Kind regards AJ

Customer: replied 1 year ago.
Hi Alex, Can a company be struck off the registry if the company is still in liquidation ? The liquidators in this case argue that they where not informed by the registry, yet the registry wrote to the liquidators that were held on record. Note, that the company has been in liquidation for 20 years.Thanks.
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. Liquidation normally ends with dissolution or striking off. Who applied for the strike off?

Customer: replied 1 year ago.
Hi Alex,
The company originally went into compulsory liquidation by a court order.The Registrar at Companies House struck the company off, they commented that as the liquidation was going on endlessly (in this case 20 yrs) therefore they're entitled to assume it's not proceeding. They also wrote to the liquidators named on the file and they did not reply.There has already been a re-application to restore the company by the lawyers of the liquidators, which Companies House had rejected, but the lawyers say the liquidators did not receive notification and this is being disputed.All this which has been going on for 20 years is stopping me from pursuing the lease extension or purchase of the head lease.Can I take to opportunity to negotiate directly with the treasury solicitor to purchase a lease extension?Do the assets actually become 'bona vacantia' simply because the companies have been dissolved, or does the State have to lay claim to them?Thanks
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. If the company was dissolved then they do transfer bona vancatia, the issue is if the liquidators apply to restore the company they could then try and challange anything signed by the treasury solicitor. Will liquidators seek to have the company restored or are they not contesting it? Kind regards AJ

Customer: replied 1 year ago.
There has already been a re-application to restore the company by the lawyers of the liquidators, which Companies House had rejected, but the lawyers say the liquidators did not receive notification and this is being disputed.Could this go on for years?
Expert:  Alex J. replied 1 year ago.

Hi, Thank you. It should not go on for years, but you at least need to find out what the liquidators intentions are - do they intend to appeal?

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