How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask Alex J. Your Own Question

Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3496
Experience:  Solicitors 2 years plus PQE
13113900
Type Your Law Question Here...
Alex J. is online now

How do I proceed if the sole director of the RTM company refuses

Customer Question

How do I proceed if the sole director of the RTM company refuses to add me to the members register even though I am a qualifying flat owner. What do I do if she refuses to have an AGM?
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.
Hi,

Thank you for your question and welcome.

My name is AJ and I will assist you.

Normally the articles contain a provision saying the board can charge a reasonable administration fee for appointing a new member.

Does it says this anywhere in the articles? If it does then they can charge something however, £150 does seem excessive just to issue a share certificate.

Kind regards

AJ
Customer: replied 2 years ago.

There is no provision in the articles and there are no share certs as the company is limited by guarantee. Its just an entry in the members register that is required. It is my right under Sec 74 of the commonhold and leasehold reform act 2002 to be a member. How do I proceed? is it a county court case? Also can she as the only director refuse to have an AGM thereby preventing anybody else becoming a director?


 


thanks


 


Kevin.

Expert:  Alex J. replied 2 years ago.
Hi,

Thank you.

If it is a company limited by guarantee then normally the memberships are not transferable and they simply cancel the old one and you acquire a new one as a result of your leasehold interest. Can you send me the exact wording of the articles?

If they wont register your membership, then you will have commence proceedings against the company and director and request an order that your name be entered onto the register of members. By not updating the register of members it is potentially a breach (and criminal offence under S.113 of the Companies Act 2006).

Also what do the provision say about directorship? Normally it will say each "resident" or "flat owner" has a right to be appointed to the board?

I look forward to hearing from you.

Kind regards

AJ
Customer: replied 2 years ago.

Thanks, the articles say,


 


26. (1) Every person who is entitled to be, and wishes to become, a member of the company shall deliver to the company an application for membership executed by him in the following form (or in a form as near to the following form as circumstances allow or in any other form which is usual or which the directors may approve:)


 


To the Board of [name of company] I, [name] of [address] am a qualifying tenant of [address of flat] and wish to become a member of [name of company] subject to the provisions of the Articles of Association of the company and to any rules made under those Articles. I agree to pay the company an amount of up to £1 if the company is wound up while I am a member or for up to 12 months after I have ceased to become a member. Signed Dated


 


(2) No person shall be admitted to membership of the company unless that person, whether alone or jointly with others, is__


 


(a) a qualifying tenant of a flat contained in the Premises as specified in section 75 of the 2002 Act; or


 


(b) from the date upon which the company acquires the right to manage the Premises pursuant to the 2002 Act, a landlord under a lease of the whole or any part of the Premises.


 


(3) Membership of the company shall not be transferable.


 


(4) A person who, together with another or others, is to be regarded as jointly being the qualifying tenant of a flat, or as jointly constituting the landlord under a lease of the whole or any part of the Premises, shall, once admitted, be regarded as jointly being a member of the company in respect of that flat or lease (as the case may be).


 


(5) Applications for membership by persons who are to be regarded as jointly being the qualifying tenant of a flat, or who jointly constitute the landlord under a lease of the whole or any part of the Premises, shall state the names and addresses of all others who are jointly interested with them, and the order in which they wish to appear on the register of members in respect of such flat or lease (as the case may be).


 


(6) The directors shall, upon being satisfied as to a person's application and entitlement to membership, register such person as a member of the company.


 


I submitted the request under section 26(1) to the director in June 2013.


 


The only way directors can be appointed seems to be at a meeting which she is unwilling to have.


 


I really want to know how to get my membership enforced, is it LVT, county court or some other way?


 


thanks,


 


Kevin.

Expert:  Alex J. replied 2 years ago.
Hi,

Thank you.

Article 26 is quite unequivocal. Once you have submitted your application the director is obliged to appoint you as a member if your application meets the criteria listed. If she wont register you, you will have to take her to the county court.

How many other members does the company have?

Kind regards

AJ

Customer: replied 2 years ago.

Well Ms Akorita is the sole director and I presume that see is also a member as well one other owner I believe. There are 7 flats in the block of which she owns 3 so I would think that the maximum potential members would be 5. There is one other owner (flat 5) who has tried and failed to be added to the members register just like me. We are both prepared to make a stand, I am quite prepared to go down the county court route but am unsure of the process, Can I just go down there and put my case?


 


Thanks for the advice so far,


 


thanks


 


Kevin.

Expert:  Alex J. replied 2 years ago.
Hi,

Thank you.

If you can get the other four members to vote with you, you can call a general meeting and vote yourself in as a director. It only requires a 51% majority.

To obtain relief you would need to issue an application at a county court with a company court registry. It is a quite a complicated application and if you have another member who is prepared to support you I would highly recommend asking a local solicitor to do it for you.

I look forward to hearing from you.

Kind regards

AJ
Customer: replied 2 years ago.

Sorry for the delay in getting back, I went to Kingston County Court and they did not know what form applied to this and could not help me. The trouble is, the membership of the RTM company. The people who want to be members are not being made members, therefore there is no meeting of members to vote on directors because the sole director is refusing to register members unless they pay, that is the problem. Is the first tier LVT a possible route, given that they do deal with 'Liability to pay a service charge' under the commonhold and leaseholders reform act 2002? Thanks for your time, where do I leave feedback?

Expert:  Alex J. replied 2 years ago.
Hi,

Thank you.

I suppose this could be dealt with at the LVT as it relates to the terms on which you have been given your lease.

The £150 you are being asked to pay - is this to be paid to the company bank account or to this director personally?

Kind regards

AJ

What Customers are Saying:

 
 
 
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
< Previous | Next >
  • Thank you so much for your help. Your answers were really useful and came back so quickly. Great! Maggie
  • A quick response, a succinct and helpful answer in simple English. I believe I can now confront the counter party with confidence -- worth the 30 bucks! Rick
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C.
  • This expert is wonderful. They truly know what they are talking about, and they actually care about you. They really helped put my nerves at ease. Thank you so much!!!! Alex
  • Thank you for all your help. It is nice to know that this service is here for people like myself, who need answers fast and are not sure who to consult. GP
  • I couldn't be more satisfied! This is the site I will always come to when I need a second opinion. Justin
  • Just let me say that this encounter has been entirely professional and most helpful. I liked that I could ask additional questions and get answered in a very short turn around. Esther
 
 
 

Meet The Experts:

 
 
 
  • Jo C.

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
< Last | Next >
  • http://ww2.justanswer.com/uploads/EM/emus/2015-7-7_192327_bigstockportraitofconfidentfemale.64x64.jpg Jo C.'s Avatar

    Jo C.

    Barrister

    Satisfied Customers:

    30316
    Over 5 years in practice
  • http://ww2.justanswer.com/uploads/BE/benjones/2015-12-1_0437_ennew.64x64.jpg Ben Jones's Avatar

    Ben Jones

    UK Lawyer

    Satisfied Customers:

    11553
    Qualified Solicitor - Please start your question with 'For Ben Jones'
  • http://ww2.justanswer.com/uploads/BU/Buachaill/2012-5-25_211156_barrister5.64x64.jpg Buachaill's Avatar

    Buachaill

    Barrister

    Satisfied Customers:

    1754
    Barrister 17 years experience
  • http://ww2.justanswer.com/uploads/JO/jojobi/2013-3-19_0265_maxlowryphoto.64x64.jpg Max Lowry's Avatar

    Max Lowry

    Advocate

    Satisfied Customers:

    894
    LLB, 10 years post qualification experience
  • http://ww2.justanswer.com/uploads/UK/UKLawyer/2012-4-12_9849_F2.64x64.jpg UK_Lawyer's Avatar

    UK_Lawyer

    Solicitor

    Satisfied Customers:

    750
    I am a qualified solicitor and an expert in UK law.
  • http://ww2.justanswer.com/uploads/KA/Kasare/kasare.64x64.jpg Kasare's Avatar

    Kasare

    Solicitor

    Satisfied Customers:

    402
    Solicitor, 10 yrs plus experience in civil litigation, employment and family law
  • http://ww2.justanswer.com/uploads/OS/osh/2015-7-7_19268_gettyimagesb.64x64.jpg Joshua's Avatar

    Joshua

    Lawyer

    Satisfied Customers:

    8199
    LL.B (Hons), Higher Prof. Dip. Law & Practice