Members right to see company minutes

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    Members right to see company minutes

    Hi. I am a Leaseholder of a flat. and also a member and 20% shareholder of the Freehold company. Our Lease docs stupulate that any sale of the lease must first be offered to the company (previously this has meant that the other any of the existing leaseholders have a right to buy it before it goes to market) However in our case I appear to have been prevented from seeing the company minutes and any such offer if it has been given. The reason being that the other shareholders are trying to force me to sell so they can buy the property and sell the freehold outright. Do I have any rights to see the offer, or see what the minutes are saying?


    #2
    Contact the company secretary and demand to see a copy of the minutes for the previous meetings that are missing.



    Freedom at the point of zero............

    Comment


      #3
      Are you actually in the process of selling the lease? (or trying to).

      It's not clear from your post.

      Comment


        #4
        Originally posted by nukecad View Post
        Are you actually in the process of selling the lease? (or trying to).

        It's not clear from your post.
        No, sorry I meant another of the flats may be up for sale, but I have not been informed or given a right of first refusal. The Lease states that each holder must first offer to the company of which I am a shareholder. But i'm not sure if this means that it should therefore be offered to the incumbant Leaseholders? Either way The Company itself is owned by the flat owners in shares.

        Comment


          #5
          The individual leaseholder are not the company? If the clause merely grant rights to "the company", then that only give first refusal to the company, not its members.
          I am not a lawyer, nor am I licensed to provide any regulated advice. None of my posts should be treated as legal or financial advice.

          I do not answer questions through private messages which should be posted publicly on the forum.

          Comment


            #6
            I'm with KTC, from what you have said then the 'company' as an entity has right of first refusal, not any individual.

            If there is a question of whether the company should excercise that right or not then it should be resolved by the process set out (probably a vote?)

            However that doesn't affect the issue that as a shareholder in the company you have a right to see the minutes.
            https://www.qualitycompanyformations...-company-have/
            All company shareholders have the right to:
            • Inspect company information, including the register of members (s. 116 Companies Act 2006) and a record of resolutions and minutes (s. 358) without any charge.

            Comment


              #7
              Originally posted by nukecad View Post
              I'm with KTC, from what you have said then the 'company' as an entity has right of first refusal, not any individual.

              If there is a question of whether the company should excercise that right or not then it should be resolved by the process set out (probably a vote?)

              However that doesn't affect the issue that as a shareholder in the company you have a right to see the minutes.
              https://www.qualitycompanyformations...-company-have/[/LIST]
              I can see the logic in why here 'company' means 'The Company'. However in reality this company has no assets, no capital, no bank account, is dormant and is not going to buy anything and never did. So the right of first refusal is ether irrelevant or must surely defer to the existing shareholders. Otherwise for example it would be in reality that first refusal goes only to the those shareholders that The Company selects to refer the offer to. It all sounds a bit Boris to me.

              Comment


                #8
                You are entitled to inspect the minutes of the meetings of members but you are not entitled to inspect the minutes of the meetings of the directors, The option appears to be there for the company to have first refusal, whether or not it exercises that option is another matter. I do not follow your logic, you cannot be forced to sell your property, Also, why would leaseholders wish to sell the freehold interest when it may find its way into the wrong hands?

                Comment


                  #9
                  Originally posted by eagle2 View Post
                  You are entitled to inspect the minutes of the meetings of members but you are not entitled to inspect the minutes of the meetings of the directors, The option appears to be there for the company to have first refusal, whether or not it exercises that option is another matter. I do not follow your logic, you cannot be forced to sell your property, Also, why would leaseholders wish to sell the freehold interest when it may find its way into the wrong hands?
                  This is a 'property managing company' for the purpose of one house only, consisting of five flats. Every meeting is with the Directors only as each owner is also a Director. So does that mean I am not entitled to see minutes or not?

                  Comment


                    #10
                    If you are a director, you have not said so previously, you are entitled to inpect the minutes of the directors' minutes but then you should be invited to attend those meetings.

                    Comment


                      #11
                      From my understanding.... Keeping minutes of general meetings To comply with Section 355 of the Companies Act 2006, limited companies must keep minutes of all general meetings and copies of all ordinary resolutions or special resolutions of members passed at a general meeting, even if the company has only one member. Go along to the registered office and ask as a member to see them

                      Comment


                        #12
                        1 A member has a right under s358 CA 2006 to inspect the minutes of meetings of members.
                        2 Directors are required to keep minutes of meetings of directors under s248.CA 2006 but there is no requirement to make the minutes available for inspection by members.

                        Any right of first refusal would need to be given to the Company and it would be considered by the directors, who would have the right to decide whether or not to notify the members.

                        Comment


                          #13
                          Originally posted by Starlane View Post
                          From my understanding.... Keeping minutes of general meetings To comply with Section 355 of the Companies Act 2006, limited companies must keep minutes of all general meetings and copies of all ordinary resolutions or special resolutions of members passed at a general meeting, even if the company has only one member. Go along to the registered office and ask as a member to see them
                          I am not a director, but I am a member and a shareholder (its complicated). So am I entitled to see minutes?

                          Comment


                            #14
                            Thank you for clarifying that you are not a director, In that case, you can inspect minutes of meetings of members, you cannot inspect minutes of meetings of directors.

                            Comment

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