Directors of rmc have breached the s.24 tribunal order to hand over management

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    Originally posted by SHill View Post
    Can anyone advise what application I need to make to disqualify the Director. Is it a county court application?
    I don't have time to re-read the 273 posts in this thread ( just at the moment ).

    So sorry if this has been said before: The shareholders hire and fire a director, and the shareholders should vote to remove any existing directors incapable of doing their job.

    If the existing dirctor was not voted in by by the shareholders, they are not a director and can be removed immediately

    As your situation is a dire emergency YOU can, if shareholders are apthetic, fill in the form to remove a director, and i think Companies house still accept paper requests at present.
    Make youself a company Director, get your position ratified by the shareholders much later on, and when you do, the shareholders should accept your reasoning in your detailed description as to why you had to step in ( the company and the premises HAD gone to pot )
    Once you are the sole director, you can sack the company sectretary if need be.

    Of course you should try to get shareholders to vote first, but if you can't, then do above.

    Once a Director, you inform the police that all records have been stolen, and a ruling was given via a tribunal to handover ALL records, but the theft still remains, and you wish to retreive the stolen property.

    I was in a similar possition to you, and I acted without shareholder or directors permission to stop the company being fined ( the directors would be fined ) and having the company struck off.
    Not all directors were happy with my actions, but i said, "You did not know, want to, or were unwilling to correct the situation ,, and I saved you a hell of a lot of fines, disqualification, and none of you would be directors any more if the company was stuck off. -- So Bite me.

    Not until you are a director or company secretary, will companies house release the ID and passwords to your online companies house account.

    Drastic measures have to be taken, which I do often for others in your possition, and with great success, so don't be put off.
    Of course Members on here will chastise me, but my methods work, where all else fails. I have never failed to get companies back on track ( provided the shareholders come on board )

    It's your choice what you do.





    Comment


      It is important to know how the manager will respond if she is required to attend court, she cannot sit on the fence although I am sure that she would prefer to be neutral.

      If you take legal action, you would need to seek legal advice and I believe that it would need to go through the High Court, company division.

      It is irresponsible to suggest acting illegally and attempting to ratify your actions after the event, in your case, the other shareholders are unlikely "to come on board".

      Comment


        Originally posted by eagle2 View Post
        It is irresponsible to suggest acting illegally and attempting to ratify your actions after the event, in your case, the other shareholders are unlikely "to come on board".
        You are correct, But if the one remaing director is incapable of doing his job, then a RESPONSIBLE shareholder has to take control of the situation on behalf of lathargic, don't have a clue shareholders.

        I wont give info as to the process, which is different for every company problem.

        276 posts, and still no result on the horizon.

        Comment


          The only other shareholder is the Director with Alzheimer’s. She holds 50% of the shares and I hold 25%. The other 25% was held by the shareholder/Director who died. There were only 3 residents. Me and 2 Directors.
          1. There is no option to discuss with other shareholders because she has Alzheimers and is in full time care.
          2. Her husband (Lasting power of attorney) is deliberately frustrating and misleading the Tribunal and thinks he is safe holding the bank accounts because he escapes the identity of “Respondent”.
          3. He has not paid his service charges for years so he is not in a hurry to hand over the bank accounts.
          4. Can he, as LPA for the Director with Alzheimer’s, now make all the decisions for the Company?
          5. He is not filing the Company accounts because I imagine he wants RMC struck off so I cannot become a Director. He will not want me to have access to the accounts and bank accounts.
          6. My next step is to try and find out what application I need to make to court to disqualify the Director with Alzheimer’s. I do not think this will be a difficult case because of her history of neglect at the building and, the misconduct and the existing S.24 Tribunal Order to appoint a Manager. The Tribunal Judge has already confirmed the Respondent’s unreasonable behaviour in his Cost Decisions.
          7. I need to be a few steps ahead of the husband just in case he makes himself company Secretary and blocks my appointment as a Director by acting as proxy for his wife.
          8.. I think at court a judge would see that a Director with Alzheimers is not fit for office and would have no objection to me replacing her.
          9. Because the husband has been disruptive and has tried to mislead the Tribunal in relation to the bank accounts then he surely won’t be seen as a reliable officer for the Company.
          10. Also as LPA does the husband have the authority to sign the Company accounts on his wife’s (Director) behalf? If he does then he has also been negligent for not doing this. The accountants have confirmed the Directors have the accounts to sign and they can’t be filed until they have done this. So this confirms the Directors are deliberately obstructing the filing.

          Comment


            Originally posted by ram View Post



            I wont give info as to the process, which is different for every company problem.

            276 posts, and still no result on the horizon.
            SHill is raising questions and your response does not assist her. Your standard solution seems to be that you are appointed manager by the FTT or managing agent by the leaseholders/members, One day you will become seriously unstuck with your act now, try to ratify later tactics. Whilst no responsible person would support your actions, I do accept that the current manager needs to take action or be replaced.

            Comment


              If you were appointed a director at the s305 meeting, you should file the AP01 form at Companies House.
              Without seeing the terms of the LPA, it is impossible to comment but the attorney is supposed to act in the best interests of the donor and it would be unusual for that to be extended to include running the RMC. You may be able to complain to the OPG.
              If you have evidence that the attorney has control of the bank accounts or that service charges have not been paid, you should provide it to the manager to take action against the RMC,
              You have already halted the striking off process, if you have evidence that the attorney is refusing to authorise the accounts, you should provide it to the breaches team at Companies House,
              You have previously stated that the solicitor is claiming to be Company Secretary although there is no record at Companies House.

              Comment


                Originally posted by eagle2 View Post
                directed at Ram.

                Your standard solution seems to be that you are appointed manager by the FTT or managing agent by the leaseholders/members, I do accept that the current manager needs to take action or be replaced.
                You are wrong.
                Most companies I help get back on track are 200 miles away. and managing a property, via the F.T.T. is financially unsustainable.

                I see all these problems every day, almost identical to SHill, and nothng but these problems.
                We all know what does Not work, as evidenced to SHill

                Sometimes, one has to fight fire with fire, as that's the only thing that works.

                I appologise to all those I have "advised", and sorry that you are now in control of your properties, Sorry to the Lady that fought her directors for 7 years, and within 3 months we removed all the directors and managing agent. The 3 month one was done totaly legaly, but with my comments to directors and agent which were not "politically correct" had the desired effect.

                Sorry to the man who told me all agents he approached did not want to be an F.T.T. manager, ( 4 or less flats, so financially - not worth the agro for them )
                It is NO fun being an F.T.T. manager, as you have to deal with crooks, liars, mentaly insane directors, leaseholders that don't want to get involved, hate the F.T.T. manager for substantially increasing the service charges because the directors did not want to spend their own money on repairs ( service charges ) , so they let the place fall into disrepair: Which then becomes " Historical neglect" where eventually the directors have to pay out of their own pockets the difference between repair costs quote 6 years ago, to the costs now.

                Note --
                Decision of the Upper Chamber of the Lands Tribunal in relation to a claim by Leaseholders that their Service Charge should be reduced, and that they should receive damages, because a repair was overdue. The Upper Tribunal ruled that an overdue repair only gives legal reason for a reduction in a Service Charge if the repair becomes more expensive because it was delayed.

                Want to be an F.T.T. manager,? I don't recommend anyone does and you will soon back out, as it's not worth the hassle.
                example : Max leaseholders will accept is £ 375 per flat per year to manage -, ( usually £ 100 to £150 )
                4 flats = £ 1500 = assuming 12 hours per week work = I get £ 2.40 per hour.
                My car uses £ 10.79 worth of petrol every hour, ( 70 mph on M6 + M1, ) and it's 4.5 hours to London and 4.5 hours back ( but I do it anyway if required )



                Comment


                  ram - you may be the best managing agent in the country, I would not know but I would prefer recommendations from others instead of yourself. My understanding of this forum is that we are supposed to assist others who post comments on here. If you read at least part of this thread, you will see that SHill wishes to manage the building herself and she is more than capable. If you have any constructive comments on how she may achieve her ambition, please let us know.

                  Comment


                    Originally posted by eagle2 View Post
                    ram - If you have any constructive comments on how she may achieve her ambition, please let us know.
                    Shill has an F.T.T appointed manager. That manager must be removed.

                    The gripe is now with the F.T.T.

                    information on what to do is already in 270+ posts.


                    Comment


                      I am incredibly grateful for Eagle 2’s assistance and advice on this forum, in relation to this case. I disagree with Ram that “there is still no result on the horizon” For the first time in 16 years I can now actually see there can be a result on the horizon.

                      Exposing the Director’s tactics and misconduct has been a massive result.

                      With the information collected from Eagle 2’s responses to my posts, I have been able to expose the Director’s tactics, leaving them no places to hide. Eagle 2 has given me all the answers to be able to challenge the Director’s misleading statements. This had been a massive achievement.

                      The Directors are well connected and powerful characters and are not used to being challenged or caught out. They hide behind a facade of respectability and have been able to get away with the misconduct for years as a result.

                      I would not have made this progress without the help from Eagle 2. It has been an invaluable crash course in accounting and leasehold law.

                      For people who cannot afford legal advice, the Landlord Zone forum is a god send. A brilliant service. I wish there was also a legal equivalent - maybe there is?

                      I now need a crash course in the disqualification/removal of a Director. I am capable of bringing this case to court but I first need to know which is the correct application form. Does anyone know if there are any legal forums to get advice?

                      As a result of this forum I now clearly understand the service charge accounts which has enabled me to recognise that the Directors have not paid their service charge for years. There are other creditors and other debtors on the accounts that need an explanation. I may never get an explanation but it all helps build my case to have the remaining Director removed. If I can get appointed as Director of the RMC then I will enforce the service charge debt, file the accounts and ensure the Appointed manager complies to the FTT order. That will be a result!



                      Comment


                        Can you confirm I have included all the necessary information required for the Minutes for the s.305 meeting. I will forward a copy to the breaches team.



                        XXXXXXXXX. LTD

                        Members Meeting Called under s.305 of the

                        Companies Act 2006

                        Minutes

                        28 April 2021

                        The Chair, SHill, called the meeting (regular) at 11.00 am on Wednesday 28 April 2021 scheduled via Zoom. All members were sent the zoom invitations accordingly.

                        Present

                        SHill - Member

                        Ms XXXXX, the Tribunal Appointed Manager, was in attendance as a guest.

                        Mr XXXXX- (Director and Member) - joined meeting at 12.05am

                        Mr XXXXX proxy for Mrs XXXXX (Director and Member)- joined meeting at 12.05am

                        Absent

                        Mrs XXXXX (Director and Member)

                        Purpose of the meeting

                        The meeting was called by SHill - Member of XXXXX Ltd under s.305 of the Companies Act 2006 (the Directors had failed to comply with s.303 and s.304 Companies Act 2006)

                        Matters to be addressed in line with the Formal Notice dated 06.04.21 to address:-
                        • The removal of Mr XXXXX and Mrs XXXXX, the existing Directors and Company Secretary,
                        • The appointment of SHill as Director,
                        • The late filing of the Company accounts,
                        • The failure to handover the management information to the Appointed Manager in line with the Tribunal Order S.24 LTA 1987 dated 22.05.20.
                        • The 11 resolutions to be passed are set out in the s.305 Notice CA 2006 dated 06.04.2
                        Background

                        s.303 Companies Act 2006
                        A Formal Notice under s.303 of the Companies Act 2006 was issued to the Directors of XXXXX Ltd dated 01.02.21 to call a General Meeting.


                        s.304 Companies Act 2006
                        The Directors failed to comply with s304 CA 2006 to convene a meeting within 28 days of the s.303 CA 2006 Formal Notice.


                        s.305 Companies Act 2006
                        A Formal Notice under s.305 of the Companies Act 2006 dated 06.04.21 was issued for a meeting of Members at 11am on 21.04.21 via zoom and the invitation was emailed to the Directors accordingly. The Directors Mr XXXXX & Mrs XXXXX failed to attend the meeting.

                        Adjournment
                        The Member, SHill notified the Directors of XXXXX Ltd on 22.04.21, that the meeting would be adjourned and rescheduled for the same time the following week, 11am on 28 April 2021 to give the Directors a second chance to attend and, it was made clear the meeting would proceed next time even if they were not present.

                        Meeting s.305 CA 2006 28.04.21 11am - Zoom Meeting
                        SHill (Chair) opened the Zoom meeting at 11am

                        Ms XXXXX , the Tribunal Appointed Manager joined the Zoom Meeting at 11am

                        Mr XXXXX and Mr XXXXX (Director and Proxy) joined the meeting at 11.07am but they refused to turn their video on or introduce themselves and attempted to disrupt and sabotage the meeting.

                        Mr XXXXX had assumed the title of Company Secretary despite his appointment having been rejected at Companies House. Mr XXXXX (Proxy) was unacceptably rude to The Appointed Manager and SHill.

                        Mr XXXXX (Proxy) entered the meeting and immediately shouted at Ms XXXXX, the Appointed Manager and told her she was not permitted to be at the meeting and that she was to leave.

                        SHill reminded Mr XXXXX that she had called the meeting of members and she had invited The Appointed Manager because the items to be discussed concerned XXXXX’s Tribunal appointment.

                        Mr XXXXX (Proxy) told SHill she was “talking rubbish” and to “shut up” and at 11.09am both XXXXX and XXXXX (Director) had departed the meeting.

                        Mr XXXXX and Mr XXXXX (proxy for XXXXX) opted out of their vote by departing from the meeting.


                        MEETING

                        Samantha Hill called the meeting to order at 11.08am and the following resolutions 1-7 were passed.

                        Approval of Agenda

                        Resolution 1 SHill to be Appointed a Director - Motion Passed

                        Resolution 2 XXXXX as Director to be terminated - Motion Passed.

                        Resolution 3 XXXXX as Director to be terminated - Motion Passed.

                        Resolution 4 XXXXX Ltd) be removed Company Secretary - Motion Passed.

                        Resolution 5 XXX Company Secretarial Services Ltd to be appointed as Company Secretary - Motion Passed

                        Resolution 6 The Registered Office of the Company to be changed to XXX Company Secretarial Service Ltd - Motion Passed

                        Resolution 7 Mr XXXXX (Proxy) on behalf of the Directors, on 28.04.21 following the meeting confirmed the Company’s Accountants have confirmed that “the Accounts for the period from 2018 and 2019 will be ready in draft by the 30.04.21. The Board will then consider and circulate them for approval by the members following which they will be signed and filed” at Companies House.

                        On 06.05.21 the Company Accountants confirmed they had not been instructed by the Directors to prepare the accounts and were not aware of any other accountants having prepared them and matters remained outstanding.

                        On 13.05.21 The Company Accountants confirmed the accounts were with the directors for their approval. The Directors continue to frustrate the filing of the 2018 and 2019 Company Accounts. Late penalty fees are being incurred. Motion failed

                        Mr XXXXX and Mr XXXXX rejoined the meeting at 12.04pm and again would not introduce themselves or turn on their video. XXXXX and Mr XXXXX continued to be disruptive and obstructive.


                        Resolution 8. Mr XXXXX (Director) made an offer and SHill accepted the Offer that the Directors would instruct Mr XXXXX of XXXXX , the previous Managing Agent within 5 working days, to provide XXXXX , the Tribunal Appointed Manager, with the bank statements from 21.12.15 - to date for all the bank amounts consecutively from 21 December 2015 - to date for the following bank accounts and any other bank accounts in the name of the Company, held on behalf of the Company, or held by the Company in trust on behalf of the leaseholders of the Company. Mr XXXXX (Director) confirmed he would instruct the existing signatories to the following bank accounts, and any other bank accounts in the name of the Company, to amend the bank mandate where appropriate to remove the existing signatories and to add the Appointed Manager .

                        Mr XXXXX(Director) did not delivered on the offer. - Motion failed
                        1. Service Charge Trust account xxxxxxxx
                        2. Rent Account Business Reserve Account xxxxxxxx
                        3. Service Charge Business Current Account“xxxxxxxxx
                        Ms XXXXX (Appointed manager) left the meeting at 12.34pm

                        Resolution 9. XXXXX and XXXXXX as proxy for XXXXX (Directors) denied they had significant service charge arrears despite having signed the service charge accounts which itemised the arrears.

                        They denied that they had received the Service Charge demands from XXXXX, the previous managing Agent.

                        XXXXX was asked by SHill if he believed withholding his service charges was an abuse of his power as Director of the RMC and he answered “No”.

                        S Hill asked XXXXX if he was fit to be Director. XXXXX refused to answer why he had not paid his service charge. - Motion failed

                        Resolution 10. XXXXX and XXXXX refused to provide a list of the “the other debtors” and “the other creditors” recorded in the year end 2017 service charge accounts, plus any other debtors and creditors of the Company which exist at the time of the meeting despite having advised the shareholders they were liable for the costs. Motion failed


                        Resolution 11 Mr XXXXX and Mr XXXXX rejected the resolution as not valid.

                        Mr XXXXX and Mr XXXXX left the meeting 1.35pm


                        SHill closed the meeting at 1.37pm.

                        26.05.21












                        Comment


                          Thanks for your comments at #283, I wish that there had been a similar forum when I started. All we can do is to try to guide you and point you in the right direction but our assistance is limited because we are unaware of all the facts and we can only assume what the other side will say. You seem to be at a stage where you need to seek specialist legal advice and I recommend that you contact a barrister who specialises in company law on a direct access basis.

                          Comment


                            Regarding the minutes at #286, I suggest that you state at the outset that the meeting was arranged for 21 (??) April but was adjourned and reconvened on 28 April to allow others to attend etc

                            The remainder of the minutes should be a matter of fact of what happened at the meeting and it would assist to spell out the proposed resolutions.

                            Anything which is subsequent to the meeting should be excluded from the minutes but they may be added as post meeting notes.

                            I suggest that you send to the breaches team the paper forms AP01 and TM01 together with a copy of the minutes.

                            Comment


                              Companies House has confirmed the PROOF Scheme cannot be overridden without a court order.I cannot file paper forms unfortunately.

                              Comment


                                I suggest that you ask to leave the proof service. No reason is required to be given but you can explain that the activation codes are no longer held by officers of the Company. They should then accept the paper forms.

                                Comment

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