Request to inspect register of members ignored

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    #16
    I recieved an email from the solicitor with the proposed new paperwork yesterday. The documents included a letter of application, draft minutes of a directors meeting where the application is to be approved (or not) and a membership certificate in the form of a deed that requires signing.
    All 3 documents stressed that the approval of the directors was required at each stage (twice on some).

    I emailed him back to say that the documents were unnecessary, entirely unacceptable and in contradiction to the articles of association which already clearly define the requirements. I also pointed out that the articles were written in such a way to ensure the directors had no say in which leaseholders can become members of their own residents management company.

    I finished by pointing out that, with regard to our application, we have already complied with the requirements in the articles some weeks ago and the only reason we are not on the register of members is because the officers are in breach of their own articles.

    It would seem they have spent the entire 10 weeks and a lot of money asking a solicitor to draft unnecesary documents in an attempt to gain control of who can become a member or not.

    Coincidentally, yesterday the managing agent sent out an email stating the service charge was to be increased again by a further 10% due to electricity prices. This is the second increase this year and with almost no notice. Some residents have queried the reasons and today they said the increase was due to the service charge having been too low with the previous managing agent and now we have to make up the difference. There may be genuine reasons but we have no idea what they are and I'm not sure the managing agent does.

    On the positive side there are a significant number of leaseholders that would be interested in electing a new director. On the downside their membership application would end up in the same weird rabbit hole of nonsense mine has.

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      #17
      You are right to insist that the directors comply with the Articles, they cannot possibly go through that procedure each time there is a change of membership.

      I am not surprised that the service charges have been increased, it is probably due to legal fees, which they seem to be incurring unnecessarily. I suggest that you refer to your lease, are you required to pay in advance? Is a budget required to be supplied to you? Are they entitled to amend the budget during the year? Are they entitled to call for additional contributions during the year? At the very least, you are entitled to an explanation of what the demands are going to be used for.

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        #18
        Last week I had another call with the solicitor. He has since sent me copies of the new draft statutory registers and a draft of the minutes of the directors meeting where they will approve the registers. They have also conceded that my wife and I became a member on the date I sent the signed consent.

        This is progress so I have not contacted companies house. The solicitor also agreed to remove the approval phrases from the procedures to approve new members. I still feel these procedures are unecessary but will wait to see the revised versions.

        My suspicions about there being no members were confirmed. Other than the directors I am the only member of the company. I also doubt the directors were members when appointed.

        The company secretary has also resigned. No one told me this but I have seen the filing on companies house.

        This means we currently have 2 directors, 1 member and no company secretary. I don't know the address of the company office or where the registers would be stored or more importantly to whom and to what address any new membership requests should be sent.

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          #19
          I suggest that you ask the Company to produce the register of people with significant control (PSC) and check what has been filed at Companies House. The directors seem to be saying that they each held 50% of the voting rights and that they currently hold 33%. Is that correct, what do the lease and Articles say?

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            #20
            The solicitor sent me a copy of all the drft registers including the PSC. Each director and my wife and I (as a single member) have more than 25% and less than 50% control - I guess this means 33.3%.

            On the companies house site there is 1 filing (2016) which states 0 active persons with significant control.

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