Management company appoints director without consent?

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Then enter your management company name and look towards the bottom of the tab marked filings

Get the Articles of Association and any document marked Memorandum….

They are pdfs

All this is free in the Companies house Web site

Read the documents carefully, there will be a section headed

Appointment of Directors

That will explain the process which must be followed to appoint a director

It is possible that somewhere in the management company contract you signed, they have a clause saying you agree to appoint the as directors but that can’t overrule the process and it is very likely that to be a director, you have to own a property in the building

Any other questions, just post them here ?

In my experience, it depends on the memorandum and articles of association. They should set out the appointment process for new directors. Simply getting hold of the companies house code doesn’t give anyone the right to appoint directors, unless it is supported by the M&A.

Obviously if you find they were properly appointed, you will have to work with the other directors. If not, then you might need to contact companies house, but that could be awkward in terms of your relationship with other leaseholders who you are asking to be removed as directors.

It is not clear what you mean. Is the original man. Co. with its number registered at companies house limited liability limited by shares or limited by guarantee the named party in your Leases ?
If so then the service charge can only be paid to that company registered at HMLR and HMRC and acts in a separate covenant on behalf of the Lessor landlord.
That incorporated company has Memorandum & Articles to which directors owe fiduciary duties under Companies Act which are the objects of the company.
What do these key documents say?

The appointment of a director would normally need the consent of an existing director.

Reply to the comment left by Tim Peters at 31/07/2024 – 10:07
Dear Tim,

Thank you very much for your help.

I followed your instruction and found out that any Director may, by writing under his hand, appoint any other Director of any other person to be his alternate, and such appointee while he hold office as an alternate Director shall be entitled to notice of and to attend Meetings of Directors…

Another article states that: no notice need to be given to the company of intention to propose a person for election as a Director prior to any Annual General meeting at which the election of such person is to be proposed. A person shall be eligible for election as a Director at any annual general meeting provided that he shall be proposed by a member duly qualified to attend and vote at such meeting and that his election would not result in the maximum number of Directors permitted (5) … FYI – the minimum is 2.

I am now very confused.
I was the only director for a year until the management company which I signed the contract with (and introduced to me by one of the leaseholder, now Director no 3.) advised that I had to find a second director (Director no. 2). Once I appointed Director no 2, the management company took instructions from the leaseholder (now Director no 3) to contact Director no 2 and ask her the consent to appoint herself / Director no 3 and and additional, now Director no 4.
I never been informed of any of this and most importantly asked if I consented to appoint Director no 3 and Director no 4.
I found out about the additional two directors only when I checked the company house website.
The management company has deliberately missed to inform me as I had previously advised that I was not particularly happy to be co-director with Director no 3.

Now, I am not sure that the whole process is correct.
The secretary which is the newly appointed management company appointed the Director no 3 and Director no 4. It seems that the Director no 2 consented to appoint the two additional Directors without me being informed.
This in my opinion as director no 3 did not accept the fact I asked her not to while I am covering the role of Director.

I hope the above makes sense. Sorry if it does not. I’d like to clarify this matter. Do you think I should contact the Companies house or who else could I refer to? I amy step down considering that I am already put aside and that the management company is taking instructions from Director no 3 and avoid responding my emails.
Thank you for your help.
I really appreciate it.
Angela

Reply to the comment left by AnthonyG at 31/07/2024 – 10:11
Hi Anthony,

Thank you for your message.
The management company believes that it did nothing wrong.
Its contract states that as company secretary it ensures that the annual confirmation statements and accounts are submitted with the required timescale and that other notifiable changes to the company including the issuing of share/membership certificates etc are carried out as appropriate.

Does this mean it can appoint new directors without me being told?
It is not clear.
Thank you in advance for your help! Angela

Reply to the comment left by Kizzie at 31/07/2024 – 10:16
Hi Kizzie,

Thank you for your message. I added more info. I hope this make more sense.
Thank you! Angela

How many units in the block?