Have requested shareholder meeting and it is being continually declined

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    #16
    The lease makes no provision for a company secretary nor does AOA state this and D&O Liability insurance is mandatory so I am not paying it!

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      #17
      You need to be pragmatic. Even if not strictly fundable, D&O insurance may be necessary for you to get competent directors on board You are going after the wrong target if that is your main target.

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        #18
        Originally posted by Milly26 View Post

        The lease makes no provision for a company secretary nor does AOA state this and D&O Liability insurance is mandatory so I am not paying it!
        I agree with what you are saying, but strongly advise you make sure your Service Charge is paid fully up to date if considering making an FTT application.

        You must also ensure that no clause will allow the payment of company secretary fees and D&O insurance, this includes any sweeping up clause that they will argue allows such charges. Have you had the lease fully examined regarding provision for these charges?

        I agree totally that these charges should not be part of the Service Charge and are company expenses, you haven't mentioned in your previous posts but how are the Statutory accounts of the company filed?

        My experience is that it is the MA that ensures D&O insurance is taken out and this is when they are providing the Company Secretary role!

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          #19
          Absolutely...I have taken legal advice and been advised that I am not liable for D&O insurance …..I have pushed back on this and finally they have admitted they should not have invoiced me for this......as for company secretary again being told...GOLDEN RULE ..not in lease and NOT recoverable....also RICS states can not rely on wide sweeper clause to recover what is NOT in the lease

          leaseholder64,

          Directors are making uninformed decisions and gut instinct is are colluding with devious unregulated property manager ...
          Competent..yes in their own interest competent! One Directors husband is a company secretary solicitor so she is taking advice from him! God help us!!!
          I dont have a target...just trying to abide by lease terms...which they want to work in their own interests..not company or mine!

          njs889333,

          Thank you...yes lease is with a solicitor...they have read it...they state...no provision in lease for company expenses..and since 2015 I have been pushing back where I have from directors stated in writing...we will pay for it ourselves!

          eagle2,

          The Directors have stated they will be paying for it themselves!

          Gordon999,

          Ever wise Gordon....this is not a social housing situation however interesting that you mention this? Thank you

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            #20
            eagle2,

            Success....the D&O liability insurance is NOT recoverable form the Lease and nor are any other company expenses....solicitor confirmed this. Yes CH filing fee of £12.00 can be paid but there is no obligation in AOA as a member of leaseholder to pay company expenses which are being charged by Directors for their own best interest and NOT the company..its called conflict of Directors interests

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              #21
              njs889333,

              sweeper clause they are trying to rely on is " Professional fees" to justify a company secretary for just three flats! Its a nonsense!

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                #22
                If the directors have offered to pay for the D&O insurance, I suggest that you accept their offer and quit whilst you are ahead.

                No solicitor or any other adviser is able to give anyone, with 100% confidence, a statement of how a Tribunal will determine a case. If you have studied previous FTT decisions, you will have noticed that they are inconsistent.

                How much are the charges by the Company Secretary? Are they included within the management agreement?

                Please consider the advice in #5, you are bringing an action against the management company which has no assets and minimal income, if you “win”, you will create a deficit within the company which would need to be recovered from the members, which includes yourself.

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