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: 3522
Experience:  Solicitors 2 years plus PQE
13113900
Type Your Law Question Here...
Alex J. is online now

We live in a block of flats; all Flat Owners have 2 shares

Resolved Question:

Hi
We live in a block of flats; all Flat Owners have 2 shares in the Flats Management Company which owns and Manages the block of Flats. We are all therefore Shareholders of the Company and we are all Leaseholders with the Company. The Mem & Arts and the Lease are standard.
Over 80% of us Shareholders wish to speedily remove the Board to stop money being frittered away.
We know that a minimum of 10% is required to call an EGM- we plan to get around 10 to sign
See draft document BELOW: Please advise if the form and words below are legally correct, or do they need tinkering with?
Yours sincerely
Peter Bloomfield
To: ***** ***** OTHER Managing Agents From: Shareholders/Leaseholders of The XYZ Flats Management Co Ltd
14th September 2015
Dear Sirs
We, the undersigned Shareholders/Leaseholders of The XYZ Flats Management Co Ltd have completely lost confidence in the current Directors of The XYZ Flats Management Co Ltd. They are acting contrary to the wishes of the vast majority of XYZ Flats Shareholders/Leaseholders.
We therefore officially request that an Extraordinary General Meeting be called as soon as is legally possible before the 3rd October 2015 meeting
The EGM Resolutions are:-
1. Remove the current directors of XYZ Flats Management Co Ltd: Director A: Director B: Director C: Director D.
2. Elect new directors: Person A, Person B, Person C, Person D.
3. Stop the Section 20 dated …………..immediately
4. Stop the First Tier Tribunal immediately
Yours Sincerely
Ten signatures
Name: Flat No: Signature
Submitted: 1 year ago.
Category: Law
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you. I am a company law expert.
Has the company had an AGM or EGM in the last 18 months? Are the directors also shareholders?
Kind regards
AJ
Customer: replied 1 year ago.

Hello Alex

Yes all the directors are shareholders, leaseholders and residents, just like all the rest of us.

The current directors were elected in November 2013 at an AGM. The Year Ending was then changed, so we had another AGM in April 2015, but the re-election of directors was not an agenda item. We didn't have any replacement directors in April 2015 in any case. We now have 4 people ready to stand because everyone is so angry at the current directors.

I would like to get the EGM request prepared ASAP and then signed by 9 or 10 shareholders because we need an EGM on or before 3rd October if possible.

Best wishes

Peter

Expert:  Alex J. replied 1 year ago.
Hi
Thank you.
Can you confirm are you relying on the power under section 303 of the Companies Act 2006 in order to call this meeting?
If you are strictly calling the meeting in accordance with this section I do not think it will be possible to hold the meeting on 3 October. Does the business need to be transacted on this date?
Kind regards
AJ
Customer: replied 1 year ago.

Hello AJ

We are a non profit making company purely running a block of flats. I don't know the law. I assume we obey the latest laws on non profit companies that run blocks of flats. The best information we can glean from Another Managing Agent is it only needs 14 days notice for an Ordinary Resolution to remove director/s, but I have also read that to remove directors needs 28 days Notice. Ideally we need to remove the directors before 3rd Oct, but if the law says 28 days, then we will have to accept that. If we fill in a document requesting a vote on the removal of directors and more than half of shareholders sign the document then there is a slight chance that the directors could resign? So speed is of the essence to produce a valid document, hence we are consulting you! In the recent past ,other meetings have been called giving less than the required notice and we, the shareholders, have always accepted the short notice so short notice could be possible this time too.

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
If you are compelling the directors to call a board meeting you need to comply with section 303 of the Companies Act 2006. The percentage of voting shareholders is actually 5% now (not 10%) and the request must contain the following:
(a)state the general nature of the business to be dealt with at the meeting, and
(b)include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
If the directors receive this notice then they must comply with S.304 of the Companies Act 2006:
1)Directors required under section 303 to call a general meeting of the company must call a meeting—
(a)within 21 days from the date on which they become subject to the requirement, and
(b)to be held on a date not more than 28 days after the date of the notice convening the meeting.
While in theory you can have a meeting at short notice the directors are not obligated to call it at short notice. If they choose to call it at short notice, then they can only do so with the shareholders consent. If the shareholders call on the directors to call the meeting then they potentially have up to 49 days (if they wanted to be difficult) for the meeting to go ahead.
I look forward to hearing from you.
Kind regards
AJ
Customer: replied 1 year ago.

Thanks for speedy response. OK we have dealt with the period of notice but my original question was about the wording of our document? We do not want to put in a document which is thrown out for a legal loophole hence.

i.e. Is there anything incorrect about the wording I originally sent to you please?

1 The request for an EGM

2 The wording of the Resolution?

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
I would make the following recommendations:
- Explain you are exercising your power under S.303 of the Companies Act 2006 to demand that the directors calling a general meeting of the company:
- State what percentage of the voting shareholders you have calling the meeting;
- Remind the directors of the their obligation under S.304 of the Companies Act 2006 to call the meeting;
- Make clear that the proposal is for two ordinary resolutions to deal with:
(a) The removal of the directors;
(b) Appoint of new directors;
- Make clear that the further resolutions are to stop the (i) S.20 Notice and (ii) the First Tier Tribunal - If you can I would recommend you attach a copy of these documents for reference.
- The statement must then be dated and signed ideally by every shareholder who approves it.
There is no statutory form for resolutions they just have to be clear enough so everyone knows what they are voting for. I would note as you are proposing the removal of a director you will also need to comply with S.169 of the Companies Act 2006 - which requires special notice (i.e 28 days which you have to give anyway).
Kind regards
AJ
Alex J., Solicitor
Category: Law
Satisfied Customers: 3522
Experience: Solicitors 2 years plus PQE
Alex J. and other Law Specialists are ready to help you
Customer: replied 1 year ago.

Thank you very much AJ

Expert:  Alex J. replied 1 year ago.

No problem. Please do not hesitate to contact me if I can assist any further. In the meantime any feedback is gratefully received. Kind regards AJ

Customer: replied 1 year ago.

Thank you Alex, I thought we had finished. A couple of my colleagues have since asked. "The building is over 35 years old, our Mem and Arts were created under the 1948 Act, so you are saying that S303 and S304 of the 2006 Companies Act overrule the 1948 Act?

The pressure is now off. We have decided to get over 20 signatures on a Petition Form (following your guidelines) and give the directors one last chance to listen to the majority of shareholders at the General meeting on 3rd Oct. If they refuse to follow the wishes of over twenty (out of a total of 31) Shareholders, then we plan to present the fully signed petition to the Managing Agent immediately after the meeting.

Thank you Peter Bloomfield

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
< Previous | 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