How does f/r owner sell outbuilding (undemised) to member?

[totalproperty]

Background:
Block of flats. 8 Leaseholders, each eith an equal share in the Freehold.
I wish to purchase an outbuilding belonging to the Freehold and not part of any of the individual lease.

Question:
What agreement would I need for a resolution to be carried? e.g. would I need agreement of all leaseholders, a simple majority (i.e. 5 out of 8), or something completely different?

[jeffrey]

1. Company will need to pass an EGM resolution authorising sale to you.
2. Assuming that you are also a Director, a special/extraordinary resolution- always necessary for any company's dealings with one of its own directors.
3. Company decides by majority vote of those present and voting, but:
a. that is subject to any stricter rules in Articles of Association; and
b. you have to declare an interest and must be absent from the meeting during discussions/vote.

[totalproperty]

am I right in thinking that both special/extraordinary resolutions need a 75% majority?

[totalproperty]

am I right in thinking that both special/extraordinary resolutions need a 75% majority?

Anyone......

[Poppy]

I am unable to answer that question.

Have you informally raised the subject with other freeholders? If so, have they been willing to discuss a sale?

[Gazou]

am I right in thinking that both special/extraordinary resolutions need a 75% majority?

Yes. From the 2006 Companies Act -


283
Special resolutions

(1) A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.


(2) A written resolution is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of eligible members (see Chapter 2).


(3) Where a resolution of a private company is passed as a written resolution—

(a) the resolution is not a special resolution unless it stated that it was proposed as a special resolution, and .

(b) if the resolution so stated, it may only be passed as a special resolution.


(4)A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of—

(a) the members who, being entitled to do so, vote in person on the resolution, and

(b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it.


(5)A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person or by proxy on the resolution.


(6)Where a resolution is passed at a meeting—

(a)the resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and
(b) if the notice of the meeting so specified, the resolution may only be passed as a special resolution.

http://www.opsi.gov.uk/acts/acts2006/ukpga_20060046_en_20#pt13-ch1-l1g283

[Gazou]

You might also note the notice provisions for a special resolution, contained in Section 312, viz.: -


312
Resolution requiring special notice

(1) Where by any provision of the Companies Acts special notice is required of a resolution, the resolution is not effective unless notice of the intention to move it has been given to the company at least 28 days before the meeting at which it is moved.

(2) The company must, where practicable, give its members notice of any such resolution in the same manner and at the same time as it gives notice of the meeting.

(3) Where that is not practicable, the company must give its members notice at least 14 days before the meeting—

(a) by advertisement in a newspaper having an appropriate circulation, or
(b) in any other manner allowed by the company’s articles.

(4) If, after notice of the intention to move such a resolution has been given to the company, a meeting is called for a date 28 days or less after the notice has been given, the notice is deemed to have been properly given, though not given within the time required.

http://www.opsi.gov.uk/acts/acts2006/ukpga_20060046_en_21#pt13-ch3-pb3-l1g312

[Gazou]

Further to Jeffrey's point 3b. above, assuming you are indeed a director of the company, perhaps note the provisions of sections 177 (Duty (of a director) to declare interest in proposed transaction or arrangement) and 190 (Substantial property transactions with a director: requirement of members' approval), Companies Act 2006 (http://www.opsi.gov.uk/acts/acts2006/ukpga_20060046_en_1)

[jeffrey]

Gazou: that's excellent research, and greatly helps OP, so accept many thanks for filling-in the gaps in our collective knowledge!

[Gazou]

Oohh! :o Thanks Jeffrey. Glad to be able to help.

[totalproperty]

Thank you Gazou (and Jeffrey), very helpful indeed.

[totalproperty]

Where does it say that such a decision needs to be made by special resolution, as opposed to an ordinary resolution (which would only need a simple majority, as opposed to 75%)?

[jeffrey]

Where does it say that such a decision needs to be made by special resolution, as opposed to an ordinary resolution (which would only need a simple majority, as opposed to 75%)?
Because it's dealing with a Director, Chapter 4 in Part 10 [esp. s.190 onwards] applies. I can't find the section demanding more than an ordinary resolution; I might have been wrong in believing that it had to be Special/Extraordinary. The Articles of Association usually demand that, though.