Trouble with managing agent over directorship?

Trouble with managing agent over directorship?

9:35 AM, 29th August 2023, About 9 months ago 7

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Hello, I own a flat in a block of 15 flats. Some of them are rented and some of us live here. We own the freehold.

I am a shareholder and was a director at one point. I didn’t resign as a director. Ever. I never signed anything. Nothing. I was told by the managing agents that I did in fact resign but the paperwork had gotten lost.

There are currently 5 directors appointed. Two of whom live at the flats and one that lives abroad and the other two directors live elsewhere. Over time, the managing agents have given us cause for concern about how the flats are being managed and run. They seem to being doing less and less for the money the charge.

One director used the building insurance to the tune of £100,000 after a fire within his own flat resulting in us having to come up with an extra £1,000 each to pay ‘promptly’ as an ‘extraordinary demand’ to cover the insurance excess.

We have managed to find people to carry out the maintenance of the building for a more reasonable price than we are paying now, yet they continue to use the ones that charge more.

I recently spoke with Companies House who advised me how I could become a director, which paperwork to fill out, who should sign it as I have no criminal record so there is no reason for there to be an issue with becoming a director again. I followed these steps and became a director for the managing agent and 2 of the 5 directors moved to get me taken off the register at Companies House.

The two directors who live here are both 100% behind me and refused to agree for me to be removed. The two directors who don’t live here have agreed and the fifth director didn’t want to get involved.

Is this right or fair? Where do I stand now? How should I move forward?

Any help or advice appreciated please.

C


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Comments

Graham Bowcock

11:59 AM, 29th August 2023, About 9 months ago

Directors are appointed by the shareholders, not by other directors ort the managing agent.

You will have to be elected at an AGM or EGM.

Unless you have access to the Companies House codes you will not be able to get registered as a dircector, so will need to do everything by the book.

Puzzler

12:10 PM, 29th August 2023, About 9 months ago

Can be co-opted by other directors and then elected at next general meeting
Your resignation (sic) must be minuted or in writing so ask for copies.
If the other directors want you on the board then the agent cannot refuse and you don't need to sign, it's all done online. You will need the code as Graham says or you can write to Companies House and raise a dispute
Your accountant will have the code too and if you all sign a letter to them they should action it but you need a general meeting

Puzzler

12:16 PM, 29th August 2023, About 9 months ago

Just re-read this post, you became a director for the managing agent? You can't be a director for them, and if the other directors of the flat company agree to your appointment then who are the two that got you taken off?

Kizzie

14:22 PM, 29th August 2023, About 9 months ago

It is unclear. The company is limited liability registered at Companies House. It is a separate legal entity from directors and shareholders who must comply with its Memorandum & Articles in relation to election of directors and voting rights of shareholders and achieving company objectives to enforce the leases and also comply with Companies Act 2006 under which Directors have legal obligations

Russell Cartner

10:33 AM, 30th August 2023, About 9 months ago

Reply to the comment left by Graham Bowcock at 29/08/2023 - 11:59
Please email your Local MP & M Gove to say unless they change their anti Landlord policies you will not be voting for them at the next election michael.gove.mp@parliament.uk

Tim Peters

9:02 AM, 9th March 2024, About 3 months ago

All of the above is partially right, but your starting point needs to be your lease (£11 ish direct from the land registry and you can get it online..... Do not use the dozens of companies that will get it for you for far more)

The lease will set out who, how many, and how directors are appointed. It may be that there is a clause in there which allows the developer to retain control of the company until after he sells the last flat in the building.

After that, get the Memorandum and Articles of Association for your management company (not the managing agent).... This is free from companies house... Google webcheck beta for the government site.

Finally, and I see this far too often..... Understand that the managing agent works for YOU not the other way round. Don't let the tail wag the dog😉

Graham Bowcock

17:33 PM, 9th March 2024, About 3 months ago

Reply to the comment left by Tim Peters at 09/03/2024 - 09:02
It's unlikely that the lease ill have information on the company structure or appointment of directors.

The key document will be the Memorandum and Articles of Association which can be downloaded (for free, I think) from Companies House. These govern how directors are appointed and how they can operate.

You may need to get support for an EGM to be called.

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