Rights of long leaseholders to speak and vote at Company AGM

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    Rights of long leaseholders to speak and vote at Company AGM

    I own a flat in a large block of flats all on long leaseholds. It is managed by an established Managing Agent. Currently there is a large complex contract underway to replace combustible cladding in the 6 independent blocks, all situated on a common podium. The AGM takes place in 10 days. from what I see from the Companies House record we, as leaseholders, do not hold actual shares in the freehold ownership company. There is a significant dispute at present between some leaseholders and the MA, in particular on the manner in which costs are being divided and the programming of the works.

    My question is what rights do Leaseholders in these circumstances have to table resolutions, seek debate and speak at the AGM? As we are not shareholders do we have any at all? The MA has simply asked for written questions in advance which are to be responded to in writing. It would appear there is every intention to stifle debate. I am used to, in my main property where 44 leaseholders are also shareholders, to following standing model Companies House rules as listed in our articles. However are there any voting rights at all, or an ability to insist on a vote of any kind if the freehold (dormant) company is not owned by shareholding leaseholders?

    #2
    In addition is therer another way to track down shareholders?

    Comment


      #3
      As a non-shareholder you have no right whatever to vote in a company you have nothing at all to do with (except as a "customer"). Nor do you have any real right to attend a meeting unless invited.

      Deal with the actual problem -- how are costs being incorrectly a) divided or b) determined c) programmed

      Are you saying that you should be shareholders - do you actually own the freehold?

      Comment


        #4
        Normally only members of a Company would be invited to attend an AGM although there is nothing to stop a Company from inviting non members but they would not be allowed to vote. Sometimes a formal AGM is held separately to an informal residents meeting which may follow or precede the actual AGM.

        Have you received a formal notice of the meeting? If so, that should explain your rights at the meeting. If you have been asked to submit questions in advance, it would appear that the meeting is being controlled and you are unlikely to be allowed to ask any other questions at the meeting unless the Chair of the meeting allows them.

        Comment


          #5
          Originally posted by Andrew Slater View Post
          In addition is therer another way to track down shareholders?
          You are allowed to inspect the register of members of any Company and you should apply under s116 Companies Act 2006. If you are a non member, the Company is entitled to make a charge, otherwise there is no charge. You are required to supply certain information within your request eg your name and address and the purpose of the request, please see below.

          116 Rights to inspect and require copies
          (1) The register and the index of members' names must be open to the inspection—
          (a) of any member of the company without charge, and
          (b) of any other person on payment of such fee as may be prescribed.
          (2) Any person may require a copy of a company's register of members, or of any part of it, on payment of such fee as may be prescribed.
          (3) A person seeking to exercise either of the rights conferred by this section must make a request to the company to that effect.
          (4) The request must contain the following information—
          (a) in the case of an individual, his name and address;
          (b) in the case of an organisation, the name and address of an individual responsible for making the request on behalf of the organisation;
          (c) the purpose for which the information is to be used; and
          (d) whether the information will be disclosed to any other person, and if so—
          (i) where that person is an individual, his name and address,
          (ii) where that person is an organisation, the name and address of an individual responsible for receiving the information on its behalf, and
          (iii) the purpose for which the information is to be used by that person.

          Comment


            #6
            Thank you Eagle 2. i know we are "members" and have a certificate to that effect, but is that the same thing as "shareholder" in this regard? Any opinions welcome. Thank you all who replied

            Comment


              #7
              Yes being a member is the same as being a shareholder. So you will be able to vote at the AGM and you should be able to speak if you have given notice of a question and also when "any other business" is considered. Proposed resolutions should be notified in advance to the Company.

              Comment


                #8
                Originally posted by Andrew Slater View Post
                Thank you Eagle 2. i know we are "members" and have a certificate to that effect, but is that the same thing as "shareholder" in this regard? Any opinions welcome. Thank you all who replied
                You really need to know a lot more about this. What exactly is the freeholder? Either you own a share of the freehold company or you do not.
                If you own a share you will know this from your original purchase, will likely have a share certificate, and should be listed on the companies house register of shareholders. What does the certificate you have actually say? - maybe post an anonymised image of that here.

                Comment


                  #9
                  By the way, having a share of a freehold is not necessarily an advantage if you are in an always outvoted minority, and can be a positive disadvantage. Your right to speak and not-be-listened-to is far less important than your right to have leasehold law upheld (weak as that right is).

                  So concentrate instead on the questions I asked earlier - "how are costs being incorrectly a) divided or b) determined c) programmed" of which you complain

                  These are not in general determined by a majority vote (or any vote).

                  Comment


                    #10
                    The agenda for an AGM should strictly relate to Company business but it rarely is limited in that way, it usually includes any subject which the members wish to raise.

                    Your point regarding the apportionment of costs should be answered within your lease. If the lease allows discretion on the part of the freeholder, your main option is to try to appoint new directors of the freeholder.

                    Please supply further information regarding the objection to the programming of works. With major works, a surveyor is usually appointed and he/she would determine the programme within the specification of works.



                    Comment

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