Ask from our Property Experts

What our customers are asking:

Can I refuse to pay service charge ?

Normally no as the payment of service charge is a firm and legal obligation duty laid out within the lease you would have signed when buying your property. Often people would say 'why should I pay my service charge as the service I am paying for is not satisfactory' ...

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What is an extraordinary general meeting (EGM)

An EGM can conduct much the same business as an AGM and can be called at anytime

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What is a certificate of compliance?

A certificate of compliance is a document required by the Land Registry to confirm that all the covenants of the lease have been complied with. This is required if a restriction against transfer is registered the title register and no conveyance can be completed on s...

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What is an Elective Resolution?

An Elective Resolution would be required to change the activities of the Board. Typical resolutions include dispensing with AGMs, dispensing with the obligation to lay accounts before an AGM, Altering voting rules.

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I am thinking of becoming a Director. What does a Director do?

Directors act as the ear to the ground and voice for the site. Directors influence the budget, can suggest improvements, help set the timing for major works, carpet renewal etc… Directors also approve the accounts, make decisions on consents under the lease i.e. pet ...

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On decision making - at present the Freehold flats have one vote each in the Freehold company, which may causes a stalemate in the future. However, we don't want the non freeholder director to have the casting vote, as this will give them greater control than the freeholders. So the question is: Can we appoint a non freeholder as an additional director, but limit their vote to only maintenance issues and not issue affecting the interest of the freehold.

YES, you can and you can call up on that person when you need to. Qualified Chartered surveyors such as myself can act as a 'professional Director' the cost is 100 per annum

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What is an annual general meeting?

An annual general meeting AGM is a meeting that is required by the Companies Acts to present the accounts to the shareholders of the business, approve accounts, elect/re-elect directors, appoint and set the remuneration of the auditors. An AGM must be held within 15 ...

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What is a special resolution?

A Special resolution would be required for any change to the Company Memorandum and Articles of Association. Such motions must be passed by a 75% majority.

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What is a Licence to Assign?

A Licence to Assign is in simplist for permission to sell the property in question. Licence to assign is granted by the Freeholder to the current Leaseholder. Where a lease requires a Licence to assign before the lease can be sold it would be a breach of lease to sel...

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What is a register of directors/members and shareholders?

This is a simply a register of who is control of the company i.e. the directors and should reflect the records held at Companies House as any appointments or resignations have to be referred to them by completing them a 288A form.

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Where and how do you keep service charge monies? How are they administered and who receives any interest?

All client funds are held in interest-bearing client accounts administered in accordance with Royal Institution of Chartered Surveyors (RICS) Client Money Protection Scheme. All interest accrues to the leaseholders. All accounts are managed according to the RICS Code...

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What is an annual return?

An annual return is the name used for Form 363 that is required to be submitted to Companies House annually to register the directors, company secretary and shareholders of the company on the anniversary of the date the company was created. This is a requirement for ...

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I wasn’t invited to last year’s Annual General meeting but am to this year’s. Why is this?

Only owners who are Members of the Company or Shareholders are invited. You may not have filled in an application to become a member of the RTM or RMC or not have bought a share in the Freehold.

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An important decision needs to be voted on. Do we have to wait for the next AGM?

No. The Board or 5% of the Shareholders can call an Extraordinary General Meeting (EGM). 

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What is an Extraordinary Resolution?

An example of an Extraordinary resolution would be a resolution to wind up the Company.

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What are debentures?

A debenture is statement of a sum loaned to the company and how it will be paid back. Debentures may also impose a 'floating charge' over the assets of the company or a fixed charge. A copy of any debenture must be kept at the Registered Office. A copy must be sent t...

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We achieved our RTM 1st and run the block through a RTM company, we have since bought the Freehold and have a Freehold company as well and would like to simplify things. The problem being, 1 leaseholder is a member of the RTM company only and a Director

There is little point having 2 companies on a small site such as this as the accountancy costs of preparing service charge accounts for the RTM company and 2 sets of dormant company accounts for both the RTM and Freehold Company is dis-proportionate to the benefits. ...

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I can’t attend the AGM meeting. Can I still vote?

Yes. Please complete the Proxy Form and then another attendee can vote on your behalf.

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Why are only Members of the Company or Shareholders allowed to attend the (AGM) ?

Company Members and Shareholders pay to fund the running of the Company unless the Company is named in your lease, whereby all owners fund the company. Voting decisions can only be made by Company Members or Shareholders at the Annual General Meeting. 

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When is an annual return required?

An annual return is required every year annually on the birthday of the company i.e. the anniversary of the date on which the company was incorporated.

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Why are there two agendas?

If you have received two agendas, one is for the AGM and the other for the Informal Residents Meeting. Strictly speaking, the AGM is just for company business (the statutory accounts, appointments and resignations etc). The Informal Residents Meeting is where matters...

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What is the process after the meeting?

After the meeting, the minutes will be issued so you can see the actions arising. You can log onto the Ringley Gateway™ and watch as we action things.

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What happens if there are no Directors?

Companies House would strike the Company off the official register leaving owners unable to easily sell their properties.

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1. What practical requirements are there for the purposes of the buyer becoming a member of the freehold company, as envisaged by clause 34 of the 4th schedule of the lease. 2. Please could you confirm if clause 4 of the 5th schedule of the lease can be amended to ensure it fully reflects the risks to be accounted on the buildings insurance.

Your answers in short are: 1. If they are not already a FH shareholder, buying a share at market price - our valuers can establish this for you at "their cost" 2. Any schedule of a lease can be amended but only with both parties agreement, therefore when a property e...

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What is an Annual General Meeting?

An Annual General Meeting (AGM) is a meeting to present the company accounts to the Shareholders or Members, usually attended by a Ringley representative.

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What is forfeiture?

Forfeiture is essentially an action to terminate a lease in accordance with the Landlord and Tenant Act 1954. Since February 2005 for residential properties it is a requirement to first seek sanction that the proposed act you intend to rely on to forfeit a lease is a...

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What is a deed of covenant?

A deed of covenant is essentially a promise. It is a promise by the buyer of a lease to abide by the covenants stated in the lease and if usually entered into as a condition of any sale in the lease post the original first sale.

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What is an ownership register?

An ownership register is the legal register of who currently owns the lease at a certain point in time. A lease will always set out the original parties when it was first created, thereafter the lease is (assigned) to each subsequent purchaser. It is the registration...

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We are contemplating buying the Freehold as we have received a Section 5 Notice offering us the 1st right of refusal else the Freeholder has nominated another buyer. My questions are: 1) assuming all parties were interested in purchasing their share what would we each end up having to pay? 2) Would all the shares be equal?

The answer to question 1 is A - that would be up to you as shareholders in the new freehold owning company to decide, some choose 1/9th, some choose to do it by relationship to flat sizes or flat values, in valuation terms it is normal for valuers to add a notional 1...

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I’m happy to host the AGM in my property. Is this possible?

What a lovely idea, just suggest this to your Property Manager. 

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Ask our Experts

What our customers are asking:

Can I refuse to pay service charge ?

What is an extraordinary general meeting (EGM)

An EGM can conduct much the same business as an AGM and can be called at anytime

What is a certificate of compliance?

What is an Elective Resolution?

I am thinking of becoming a Director. What does a Director do?

On decision making - at present the Freehold flats have one vote each in the Freehold company, which may causes a stalemate in the future. However, we don't want the non freeholder director to have the casting vote, as this will give them greater control than the freeholders. So the question is: Can we appoint a non freeholder as an additional director, but limit their vote to only maintenance issues and not issue affecting the interest of the freehold.

YES, you can and you can call up on that person when you need to. Qualified Chartered surveyors such as myself can act as a 'professional Director' the cost is 100 per annum

What is an annual general meeting?

What is a special resolution?

A Special resolution would be required for any change to the Company Memorandum and Articles of Association. Such motions must be passed by a 75% majority.

What is a Licence to Assign?

What is a register of directors/members and shareholders?

Where and how do you keep service charge monies? How are they administered and who receives any interest?

What is an annual return?

I wasn’t invited to last year’s Annual General meeting but am to this year’s. Why is this?

Only owners who are Members of the Company or Shareholders are invited. You may not have filled in an application to become a member of the RTM or RMC or not have bought a share in the Freehold.

An important decision needs to be voted on. Do we have to wait for the next AGM?

No. The Board or 5% of the Shareholders can call an Extraordinary General Meeting (EGM). 

What is an Extraordinary Resolution?

An example of an Extraordinary resolution would be a resolution to wind up the Company.

What are debentures?

We achieved our RTM 1st and run the block through a RTM company, we have since bought the Freehold and have a Freehold company as well and would like to simplify things. The problem being, 1 leaseholder is a member of the RTM company only and a Director

I can’t attend the AGM meeting. Can I still vote?

Yes. Please complete the Proxy Form and then another attendee can vote on your behalf.

Why are only Members of the Company or Shareholders allowed to attend the (AGM) ?

When is an annual return required?

An annual return is required every year annually on the birthday of the company i.e. the anniversary of the date on which the company was incorporated.

Why are there two agendas?

What is the process after the meeting?

After the meeting, the minutes will be issued so you can see the actions arising. You can log onto the Ringley Gateway™ and watch as we action things.

What happens if there are no Directors?

Companies House would strike the Company off the official register leaving owners unable to easily sell their properties.

1. What practical requirements are there for the purposes of the buyer becoming a member of the freehold company, as envisaged by clause 34 of the 4th schedule of the lease. 2. Please could you confirm if clause 4 of the 5th schedule of the lease can be amended to ensure it fully reflects the risks to be accounted on the buildings insurance.

What is an Annual General Meeting?

An Annual General Meeting (AGM) is a meeting to present the company accounts to the Shareholders or Members, usually attended by a Ringley representative.

What is forfeiture?

What is a deed of covenant?

What is an ownership register?

We are contemplating buying the Freehold as we have received a Section 5 Notice offering us the 1st right of refusal else the Freeholder has nominated another buyer. My questions are: 1) assuming all parties were interested in purchasing their share what would we each end up having to pay? 2) Would all the shares be equal?

I’m happy to host the AGM in my property. Is this possible?

What a lovely idea, just suggest this to your Property Manager. 