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

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  • eagle2
    replied
    It is a bit late to have second thoughts after you have been appointed a director and you have removed the other directors. As you are aware, there is every chance that your appointment will be challenged anyway, but having proceeded this far, you may as well continue.
    1 The Articles contain the usual indemnity clause for directors but D&O Insurance is useful to have although there may be difficulty recovering the cost as you are aware.
    2 You are not responsible for the actions of others or for misconduct before you were appointed. You should cover your back by keeping a record of the failings of others before you were appointed.
    3 I think that you are aware of what to expect, the failure to complete accounts and collect service charges obviously need to be addressed.
    4 The RMC may be able to recover the late filing fees from the previous directors..
    5 The AP01 form will need to be dated within the last 14 days, there may be questions why it was not filed within 14 days of the s305 meeting in accordance with s169 CA 2006.

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  • SHill
    replied
    I am just filling in the AP01 and just thought, I don't know what I am signing up to.
    1. I am not sure if there is any D& O Insurance in place,
    2. Am I going to be made liable for all the debts and misconduct of the RMC?
    3.What happens if I discover a hornets nest? what options do I have so I am not made liable?
    4. There are already thousands of pounds of late filing fees
    4. Should I date the AP01 with todays date?

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  • eagle2
    replied
    You are a director following the s305 meeting and Companies House should accept the minutes. Well done, you seem to be piecing together the jigsaw, the solicitor does not appear to hold the activation code and the director's husband seems to be hiding behind every else so that he does not accept any responsibility so I very much doubt that he wishes to become Company Secretary.

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  • SHill
    replied
    ... the registered office is the previous managing agent.

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  • SHill
    replied
    Companies House have confirmed they can't take instruction from a shareholder it has to be a Director. They said they can probably make allowances in extreme circumstances but only with a court order. The previous managing agent is still the registered company secretary because he has been working hand in hand with the Directors to frustrate the handover and the Directors have refused to resign him because it served their self interests to keep him there.

    Companies House let slip that there has been a paper application to change the company secretary but it was rejected because the Company is in the PROOF Scheme. This was the solicitor who has been masquerading as the Company Secretary so the Previous Managing Agent remains in place.

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  • eagle2
    replied
    I recommend that you change the registered office of the Company at the same time so that notices are addressed to you. Is the current registered office the address of the previous agent? That is inappropriate.

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  • eagle2
    replied
    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.

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

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  • eagle2
    replied
    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.

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  • eagle2
    replied
    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.

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  • SHill
    replied
    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












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  • SHill
    replied
    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!



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  • ram
    replied
    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.


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  • eagle2
    replied
    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.

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  • ram
    replied
    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 )



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