Filing accounts for a freehold transfer

Transfer of a freehold from leasehold and a question about accounts

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Hi everyone,

I bought a flat in June 2016 alongside six others as a leasehold with the intent to transfer to freehold upon all flats in the unit selling. They all sold and the developer (landlord) made all the buyers directors of a limited by guarantee company, to structure things before transferring the asset. I fully understand this process and the requirements.

The freehold has still not transferred due to various reasons, and we have received final submission letters from companies’ house (despite receiving any prior notices). The landlord has since resigned as a director and has sent expenditure from his own business (not the management company) to us to file to HMRC. Throughout this period, he has invoiced the leaseholders directly for service charges, ground rent etc from his own company, not through the management company. The management company only appears to be there for legal purposes to transfer the asset to us freeholders, it doesn’t even have a bank account.

Am I right in thinking that because the freehold hasn’t transferred, this "management" company is just a company on paper that doesn’t own anything yet and doesn’t need to submit expenditure from the landlord’s own business? It seems like he is trying to get us to pay for his own accounting, when our management company doesn’t:

A) own anything yet as the freehold hasn’t gone through

B) had any trading whatsoever since its inception, all income and expenditure has been done through his own company, not the management company he setup for the freehold.

The other directors are slightly confused, and I think we should notify HMRC that the company has been dormant since incorporation and file dormant accounts with £0 next to everything. If this is correct, is there a template we can use to file dormant limited by guarantee accounts? The freehold might never transfer and yet he is trying to make us pay for accounting costs to submit transactions going through his other business.

Help. And thanks, in advance.

 

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