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Legal-check date: 30 April 2026 · Statutory citations on this page are correct as of this date. Legislation changes; verify at legislation.gov.uk before acting on any specific provision. Spot something out of date?
Reference guide

Share certificate and RTM membership. Two different documents, two different rights.

If you live in a building where the leaseholders own the freehold (share of freehold) or have taken over management (right to manage), you should hold a document that proves your status. The two documents look similar but confer different rights: a share certificate gives you ownership of the freehold company, an RTM membership gives you a vote in the management company. Both go missing more often than they should. This page explains what each is and how to get a replacement.

Share certificate vs RTM membership: side by side

Different building structures use different mechanisms to give leaseholders a say. The right document depends on which structure your building uses. Many buildings use neither: they remain straightforward landlord-tenant arrangements with the freeholder retaining all control.

Share of freehold

Share certificate

Issued by the freehold company. Confirms you own a share in the company that owns the freehold. Usually one share per flat. Gives you both leaseholder rights (under your lease) and shareholder rights (under company law and the company's articles).

Issued by
The freehold company (which is owned by all leaseholders collectively).
What it proves
You are a shareholder. You can vote at general meetings, stand as a director, see the company's accounts, and receive dividends if any are declared.
Transferred when
You sell your flat. The seller's solicitor arranges transfer of the share to the buyer in parallel with the lease assignment.
Statutory backing
Companies Act 2006 generally; the company's own articles of association set the specific rules.
Right to manage

RTM membership certificate

Issued by the RTM company after RTM has been acquired under the CLRA 2002Right to Manage created by the Commonhold and Leasehold Reform Act 2002. Acquired without paying the freeholder; transfers management functions only. CLRA 2002 →. Confirms you are a member of the RTM company. Membership is open to qualifying tenants only. Does not give you ownership of the freehold; that stays with the original freeholder.

Issued by
The RTM company (a private company limited by guarantee, set up to manage the building).
What it proves
You are a member. You can vote at general meetings, stand as a director, and participate in the RTM company's management decisions.
Transferred when
Membership is personal and ceases when you sell. The buyer must apply for membership of the RTM company in their own right.
Statutory backing
Commonhold and Leasehold Reform Act 2002, Part 2, Chapter 1. The RTM company's articles set out the membership rules.

Quick test of which one applies to your building

Look at the freehold title from HM Land Registry. If the registered freeholder is a company whose name reflects your building (e.g. "16 Hafer Road Freehold Limited"), you are in a share-of-freehold building. If the freeholder is an outside party (a private investor or developer) but a separate company is named as a manager, you are likely in an RTM building. If neither, the freeholder is in direct control.

What rights each confers, in practice

Share certificate (share of freehold): you are a part-owner of the freehold company. You can vote on big decisions including selling the freehold, granting new leases, varying existing leases, appointing directors, and approving the annual accounts. You also benefit from any value the freehold itself accrues (e.g. premium received from a lease extension on a leaseholder's flat). Practically, in a small block, the share certificate is what makes self-management possible.

RTM membership (right to manage): you are a member of the management company, not the freehold company. You can vote on management decisions: choice of managing agent, service charge budget, repairs and works, insurance, contractor appointments. You cannot vote on freehold-related matters (the freeholder still owns the freehold and decides those). You cannot block lease extensions; those remain a leaseholder-to-freeholder process.

Both confer: the right to inspect the company's records, to receive notice of and attend general meetings, and to stand for election as a director.

Neither confers: any change to your lease, your service charge percentage, or your repair obligations under the lease. The lease still governs your relationship with the building.

If you cannot find your certificate

1. Check with your conveyancer. Solicitors who acted on the purchase of your flat usually keep a copy of the share certificate or RTM membership document in the conveyancing file. They are required to retain conveyancing records for at least 6 years; many keep them indefinitely.

2. Check with the company secretary. The company itself keeps a register of members and a register of share allotments. Your name should appear if your purchase was properly notified to the company. Ask the company secretary or the directors for confirmation; they can issue a duplicate.

3. Check Companies House (for share-of-freehold). The company's annual confirmation statement lists shareholders. Search by company name at find-and-update.company-information.service.gov.uk.

4. Apply for a duplicate. If the share certificate is genuinely lost, the company can issue a replacement, usually after you sign an indemnity that you will return the original if found. Costs are typically £20 to £100 depending on the company's process.

5. Confirm at sale. If you are selling, the buyer's solicitor will require evidence of the share or membership. Sort out any missing documents well before exchange to avoid delays.

The most-common confusion

Buyers often think the lease and the share certificate are the same document. They are separate. The lease is granted by the freeholder (the company you own a share in) to you as leaseholder. The share certificate is issued to you by the freehold company. Both transfer when you sell, but through different mechanisms managed by different solicitors.

Next steps

Confirm your status

If you are unsure which structure your building uses, start with the freehold title.

LEASE

Free specialist advice from LEASE

The Leasehold Advisory Service (LEASE) is the government-funded, independent body that provides free initial advice to leaseholders, RMC and RTM directors, and freeholders in England and Wales. They are the natural first call for anything statute-heavy.

Free helpline: 020 7832 2500 · lease-advice.org · This referral is editorial, not paid.

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