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Apr, 2017

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  1. #11

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    Thanks for your words and advice.

    I have spoken to Ram and discovered that the RMC is listed as a Private company limited by guarantee without share capital meaning that we don't have shares but as I understand it, all leaseholders are members. From an initial google search it seems that the rights between shareholders and members are very similar.

    We believe that there around 143 leaseholders here if you exclude those that are living as social tenants and are represented by a trust of the freeholder but we would need to see the register to ensure that it the case. It is also understood that any joint leaseholders have one vote and not two.

    We are confident that we have 20 leaseholders / members on-side already but have prepared some comms outlining our plans to the others that have shown an interest in resolving the issues with the current directors.

    Our over-arching aim is to remove the 2 directors and it seems that through CA 2006 (168) we are able to do so. We can then, right all the wrongs that these directors have put in place and instruct an independent agent to take care of the block.

  2. #12
    Join Date
    Sep 2012
    Location
    UK
    Posts
    388

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    Quote Originally Posted by yddap View Post
    ...around 25% of the flats are social rented so we are unsure of the total number of members of the company but believe it is 140-150. Of those it's about 50:50 shared ownership to full leasehold ownership.

    The freehold of the whole building is owned by a housing association and each individual lease has mutual covenants with both the housing association and the management company which was set up from day one. Dissolving the current company would seem difficult from this perspective??

    The company has no shares but all leaseholders automatically become members of the company.
    Ah, just assumed the RMC held the freehold from the OP, now clear the FH is the HA.

    Not sure how 50:50 shared ownership (presumably with the HA?) affects the rights of those flats to act as a voting RMC member? Yes each gets one vote, but how do they decide how to vote if the HA is a joint-owner? Doesn't the articles (the original legal ones) clarify voting rights?

    Is the original RMC named in the lease? Read somewhere recently - maybe here - that if a lease names an RMC company and that company changes name, the new company may have no lawful status to manage the lease? Why change the name? Did they maybe change the membership criteria too? Maybe they now manage somewhere else entirely? Run other estates? Where might it end?

    Pension rights and director salaries without any membership votes? Surely no? Is it still the same registered company number and office? What point having a companies act or company constitutions if this is possible? Who is the s47-s48 landlord notified on the service charge invoices? Is it the old name or the new name, old registered number, old registered office, etc?

    Is this 'board' a corporate player in leasehold management (without naming them!) or just two flat owners in the block? As for getting rid of the directors - once you identify all your company members, the CA 2006 is your power.

    Are the 'social tenant' flats directly managed by the Housing Association or do they pay service charges to the RMC or its agents? How does it work? Tenants would have no powers to act with you against the company directors, obviously.

    They and/or the lessees could form a tenants association (or two) if only to get organised and for lessees to start fighting back: adopt a constitution and elect some officers: Hon Sec, Hon Treasurer, Hon Chair to start with. Open a free community bank account with joint officer sigs and collect some fighting funds. Get an email list and start communicating (bearing in mind there could be divide-and-conquer 'false news' tactics. You will be 'open' to having all your steps known, just as with your facebook page. That's why you avoid giving anyone any opportunity to bully/demoralise with legal games).

    You and the gang clearly need a lot of fact-finding and maybe temporary stressful organising. Leasehold sucks that way.
    Do not read my offerings, based purely on my research or experience as a lessee, as legal advice. If you need legal advice please see a solicitor.

  3. #13
    Join Date
    Sep 2012
    Location
    UK
    Posts
    388

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    Quote Originally Posted by duffbal13 View Post
    From an initial google search it seems that the rights between shareholders and members are very similar.

    ...It is also understood that any joint leaseholders have one vote and not two.
    As far as I know it matters not whether company members are members by share or guarantor apart form how the membership arises. Member rights derive from the CA 2006 and the company articles -legal articles that is.

    I can't imagine the joint leaseholders could have more than one vote as company members -the legal articles will reveal this - and the only question is how each flat decides how to vote if the HA is the other half. On the other hand, if the HA holds joint membership, they could make for a useful ally assuming they have been unaware of the turn of events? They have legal teams after all. And as freeholder they have records of who pays ground rent. Social tenants don't pay ground rent. Ipso facto abhorantissimo!
    Do not read my offerings, based purely on my research or experience as a lessee, as legal advice. If you need legal advice please see a solicitor.

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