Advice please

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    #31
    Generally, only the members in general meeting can force the removal of a director (if you leave aside things like disqualification, loss of mental capacity, bankruptcy, and often for RMCs, no longer owning a lease).

    Unless the company articles require the ex-leaseholder to resign, you can only ask them nicely to resign, or remove them by a general meeting vote.

    Self managers generally go wrong by failing to keep up with the law, failing to understand their own leases and company articles, and by not having enough understanding about building pathology to correctly prioritise the work. Also, it is extremely difficult to avoid favouritism, and acting in their own interests. It can be very difficult for them to be hard on defaulters, particularly if they are other owner occupiers.

    A lone director is going to find to find it particularly difficult to take a neutral view. Even if they achieve that, others will not believe them.

    Unless the building is so new that it maintenance is not much more than changing light bulbs and a lick of paint every few years, you really need someone with professional property maintenance knowledge.

    Comment


      #32
      MANAGEMENT

      It does not appear that you have an extensive knowledge of all the legal requirements involved and you would be inviting problems for the management company. It is a minefield for an individual, it is necessary to comply with all the Landlord & Tenant and Company Law legislation and Buildings and Health & Safety regulations. Even full time managing agents have difficulty.

      If you become involved in the management, you would create conflicts of interest. You should resign as a director and you should not vote on any matter in which you have a personal interest.

      Being on site 24/7 will assist enormously, you can keep an eye on contractors and ensure that they are doing satisfactory jobs and generally watch the comings and goings. You may even be able to remove certain tasks from the managing agent and negotiate a reduced fee for the benefit of the block.

      Comment


        #33
        DIRECTORS

        When you say that one director does not reside there any more, does he still own a flat? If not, he may automatically lose the right to act as a director, it depends on the Articles.

        A directors’ meeting can take any form. It can be a conference call, a series of emails etc. There is nothing to stop one or more directors giving a proxy vote to another director in order that the quorum requirements are met. So I do not understand why the directors cannot hold a meeting.

        All you need do is contact other directors and ask them if they agree to a change of managing agent. You should ask for a reply by letter or email, so that you can produce it if necessary. You should prepare minutes saying that “a meeting of directors was held on the x th day of ….. 2019 and the directors resolved to change the managing agent”, send the minutes to the other directors and ask them to let you have any comments within say 7 days.

        Alternatively, as a director, you are entitled to call a meeting of directors and if no-one else attends you are allowed to proceed in accordance with the Articles. That may mean appointing another director, possibly on a temporary basis, in order to form a quorum.

        Comment


          #34
          You normally need a quorum, even to appoint a director. Normally, the only exception is when a quorum is impossible because there are not enough directors to form one., not just not enough attending.

          Comment


            #35
            The Articles will normally state that directors have discretion to add further rules. If a notice of a directors’ meeting is served on the other directors, they can have no excuse if they do not attend.

            To answer the point in #30, the managing agent is not permitted to remove a director, the Articles will state how an appointment may be terminated. His statement confirms that you need to remove the managing agent, he is not acting in the interests of the Company.

            Comment


              #36
              The managing agent is probably also the company secretary. The company secretary also doesn't have the authority to remove a director. However they probably hold the Companies House authentication code that allows them to effect the removal from the register. If that happens you will need talk to the breaches team at Companies House. If you are very lucky, the managing agent and the person who actually submitted the false TM01 may even be prosecuted and disqualified from holding office, but a ticking off is more likely.

              Comment


                #37
                You may well find that the managing agent is acting in concert with at least one of the other directors.

                Comment


                  #38
                  I have had very little communication (emails) from the agent, but in those few emails he has said "... its out of my remit."
                  He holds all the admin for the company
                  I have asked him for a copy of the contract/agreement between ourselves, but he refuses to let me see it.
                  (Actually I don't think that there is one!)

                  Comment


                    #39


                    You should state clearly in the email that you are acting as a director of the company and you are instructing him as the agent of the company to supply you with … (the documents which you require) and a copy of the management agreement.

                    I suspect that he is being instructed by one of the other directors not to supply the information to you but you are entitled to receive it.

                    Comment


                      #40
                      But what can I do if he just ignores my requests

                      Comment


                        #41
                        If you are satisfied that you have a copy in writing and your request was made as a director, you should inform him that unless he makes the information available to you within the next 7 days, you will instruct a solicitor.

                        I suspect that that will bring matters to head and you will discover who is running the show,

                        Comment


                          #42
                          Originally posted by leaseholder64 View Post
                          It is being breached, but the breach is by the directors, not the agent.

                          If the lady doesn't want to be a director and she knows she is not capable of being one, she should resign.

                          The other two ought to resign, but may leave you with a constitutional crisis. Note, whilst they are directors, they must at least vote on resolutions, otherwise you already have a constitutional crisis, as you have no way of making valid company decisions.

                          Is it possible to get at least two of the others to sign a written resolution. Rubber stamping defeats the reason for having multiple directors and they will be failing in their duties by doing so, but it might be a way (you really did believe they were using independent judgement, when signing, didn't you?).

                          I think you are pushing things in terms of the agent being a landlord, but, in any case it comes down to the same problem; they company needs to take action against the agent.

                          michelle230 This is a good example of why commonhold will not work.
                          Yes this may be an example but so what!
                          I could give you many examples of why freehold tyranny (as now serms to be the default) doesn't work.

                          No one has said that one size fits all!

                          Comment


                            #43
                            Originally posted by eagle2 View Post
                            If you are satisfied that you have a copy in writing and your request was made as a director, you should inform him that unless he makes the information available to you within the next 7 days, you will instruct a solicitor.

                            I suspect that that will bring matters to head and you will discover who is running the show,

                            But I fear he will just ignore the solicitor to avoid being caught out

                            Comment


                              #44
                              Something else.
                              We had the property decorated by a company, but I have noticed that we are paying the proprietor in person and not the actual company.

                              Is that right?

                              They are not a registered company

                              Comment


                                #45
                                Whilst the tax man may prefer separate bank accounts, and the bank may insist on it, I don't believe here is an law requiring sole trader to have a separate business bank account.

                                As it would have to be a very special case for someone to have a company without limited liability, I assume that the contractor does not have a company at all. In that case, either the business name has to reflect their real name (with some special cases), or they must provide their real name and as service address, on all business correspondence (Joe Smith, of 1 Acacia Avenue, trading as Acme Decorators).

                                Comment

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