Registered Share of Freehold

[verve]

We have a 'Share of Freehold' flat in a converted building, administered by a Managment Company which owns the Freehold.

We are not currently registered as a 'Director' or a 'Member' of the mangement company at companies house.

We purchased the property over 2 years ago. The Company secretary says that it was our solicitors (conveyancing) responsibility to do register us. The secretary now wants to add us a Director. Did we / do we have powers to vote etc?

Who is responsible for registering us as 'members' with Companies House?

[Richard Webster]

If the company is limited by shares then you should have had a share transferred to you when you bought and that transfer should have been registered with the company secretary. You could then have been appointed as a director if the members of the company so decided.

If limited by guarantee the situation in practice is less formal - you should have been accepted as a member of the company on the basis that only flat owners could be members and then you could have been appointed as a director. in theory you should have signed a simple agreement to pay some nominal sum- usually £1 - if the company was ever wound up - that's the "guarantee".

In either case the appointment could have been informally arranged by telephone discussion with the other members but usually the secretary would lodge the forms at companies house notifying them of the resignation of the previous director(s) and of your appointment.

[verve]

Thank you for your help.

The company is limited by guarantee and does not have 'shares'.

1. Is it the company secretaries responsibility to make us 'members' or is the onus on us to ask to become a member.

2. What has been our legal position up until now? Have we had any voting rights etc? or not, as we have not been registered as a member.

We are not concerned about becoming Directors -- just our rights to vote on issues which affect the freehold property.

Thanks again.

[Richard Webster]

In most of these cases the other flat owners assume you automatically become a member by buying a qualifying flat. If the company secretary thinks that then let him think it and let him register you as director if he is happy for you to become one!

If he is saying you have no say because you are not a member then you will need to get a copy of the company's memorandum and articles from him, or if he won't cough up, then from Companies House. This should stipulate who can become a member - usually only those owning the flats. Then demand that he makes you a member.

[verve]

It states in the Articles of Association: ‘No person shall be admitted as a Member of the company other than a dwellingholder. The Company must accept as a Member every person who is or who shall have become entitled to be a Member and shall have complied with either of the signiture proviisions set out in article 5’

article 5. 'The provisions of section 352 of the act shall be observed by the company and every member of the company other than the subscribers to the memorandum of association shall either sign a written consent to become a member or sign the register of memebers on becoming a member.

Are we currently a member? Did we need to arrange for us to sign or the secretary? Did we have a power to vote on past issues or not?

Thank you again -- this so very helpful