RTM Related Questions ( Apologies If not the right forum)

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    RTM Related Questions ( Apologies If not the right forum)

    Dear All

    I am a director in the RTM company which has taken over the management a year ago and my enquiry is particular to a current situation.
    Now when the RTM was started, It has only two directors and they appointed an managing agent and also one of the their friend as an employee.
    Due procedures were not followed with this appointment, hence an moment started and 7 more people from the building joined the company as directors.

    Now most of the year the managing company[who also appointed themselves as company secretary] kept taking instructions from two directors only and recently it came in light that they had done too much of overspend without approvals from rest of the board. ( Also the contract for this company will be soon pending for renewal).

    When other directors started questioning them, they came back with a bullying/threatening email telling that about 4 of the directors are under investigation for various reasons and as such not fit to be directors, the would be reported to the insolvency services & company house and should resign immediately. They basically are trying to bully all of us( who asked questions) in to resigning.

    My questions was, if company secretary actually has such powers ? is any of this legal ? what are the places where the managing agent / behaviour should be reported.

    Regards



    #2
    Should be in the Long Leasehold forum.

    You need to sort your board out. The managing agents can reasonably act on an instruction they receive from any director.

    I would also say they had a duty to report to the board if they knew that any director was not a fit person. One of the jobs of managing agents and company secretaries it to be knowledgeable on the law and advice the company/board.

    I don't know if they have valid reason to object to the additional directors, and some managing agents do try to hijack companies to their own advantage. Most companies have conditions that directors must not have made an arrangement with their creditors and insurers are unlikely to provide insurance if any such director has any control over accounts. Is it possible that some of the directors are in default on service charges, and, for example, paying by instalments?

    The procedure for complaining about a managing agent is to exhaust their internal grievance procedure, and then escalate to their redress scheme. In the limit, the redress scheme ma terminate their membership, in which case the other scheme won't take them on and they can no longer, legally, operate as managing agents.

    If you have a minority of the board acting as looses cannons and entering contracts without the proper authority of the board, the majority of the board, can in theory sue them for any financial disadvantage that resulted, and you can call a general meeting, which can, by a 50% majority, remove them as directors.

    Comment


      #3
      Thanks - I think you have summarise the problem very well "managing agents do try to hijack companies to their own advantage" , this is exactly what they are trying to do. Now when we proved the majority in the board they are trying illegal means to bully us in to resignation.

      They tried to call an AGM with the intentions to retire all the existing directors and when majority of the directors disagreed an provided them clear instructions on few points, they came back with different reasons, for which they think they can't take instructions from such directors and would be reporting them to Insolvency Services and Company House. ( It's all false theories).

      I would really like to report these guys to the authorities, what would you suggest would be the best way to start the same, may be dropping an email to them asking about their redress scheme ?

      Comment


        #4
        This seems to be very similar to another topic on here. The directors can decide by a simple majority not to renew the management agreement with the managing agent. There may be grounds for terminating it early if the agent has not complied with the terms of the agreement.

        The Company is not obliged to have a Company Secretary and the appointment may be terminated by the directors.

        Comment

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