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tdlawyer
tdlawyer, Lawyer
Category: Property Law
Satisfied Customers: 1096
Experience:  Lawyer with 9 years experience of advising on property issues.
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Residents of blocks of leasehold flats, who are shareholders

Customer Question

Residents of blocks of leasehold flats, who are shareholders of RTM company, have an AGM meeting in 3 days and they need to pass a resolution to remove current managing agents for misconduct, numerous breaches of Commonhold and Leasehold Act of 2002 and of Section 19 of Land act (advice given by the leasehold advisory service) and excessive administrative fees (they are trying to force a VERY!! expensive and unreasonable paint job on windows, even tough some resident have PVC windows that need no painting). Majority of residents (shareholders) about 90% agree that current managing agent must be removed. Problem is some of current directors do not agree.

WHAT IS NEEDED

I need a written resolution (Notice of Intent??) to be drafted that can be signed by shareholders and presented to the directors and attending representative of managing agent on the day of the meeting. Should be one page document.

As far as I understand if more than 50% of shareholders sign the resolution will be passed and if directors resist they can be removed on the grounds of breach of fiduciary duties and not acting in the interests of shareholders. if it is possible somehow to remove and appoint new directors at the meeting, I would need some advice on that as well.

Thank you.
Submitted: 4 years ago.
Category: Property Law
Expert:  tdlawyer replied 4 years ago.

tdlawyer :

Hello.

tdlawyer :

There are rights to appoint a manager under s.20 of the Landlord and Tenant Act 1985. You can do this at any time and for any reason - but where you have a manager in place you will need to satisfy a Tribunal that the present one is doing something very wrong.

tdlawyer :

This is not needed however if you are able to pass a resolution at general meeting, which would usually require 51% or more of the people attending and voting to agree to the resolution.

tdlawyer :

If you hold, together with others, at least 5% of the voting rights in the company, then you can require your proposed resolution to be circulated to the members for voting up.

tdlawyer :

If the company refuses to put resolutions to the members in the forthcoming agm - then you can require the directors to call another meeting to consider your proposed resolutions, which can include the removal of the existing directors. You would not be able to do this during the existing meeting with the directors consent.

tdlawyer :

The same is true of a resolution to appoint a new agent. You can force them to call a meeting though to consider this after this forthcoming meeting.

tdlawyer :

If this answers your question please do rate the answer for me. I will gladly continue to help you with your question.

Customer :

WHAT IS NEEDED I need a written resolution (Notice of Intent??) to be drafted that can be signed by shareholders and presented to the directors and attending representative of managing agent on the day of the meeting.

Customer :

Tribunal has nothing to do with the current issue (YET). I have 85% of votes and I can do what I'm after with that % of votes. I want to circulate the resolution (regardless of meetings outcome) and once I have required votes I will remove director if they don't agree with majority.