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. The RTM is the legal entity that is standing in the shoes of the Freeholder or now Freehold Company and managing and to stop it managing you'll need to agree to disolve the company, wind it up. This is a procedure that requires clearance from the tax office, non-trading/dormancy status and then an application to Companies House. Our Solictiors practice Ringley Legal LLP could arrange this for you. But first, I suggest the way to deal with the Director of the RTM Company who is not a shareholder in the Freehold Company would be as follows: 1 - clearly they want to remain 'in control' so they need a directorship 2 - check the articles of the Freehold Company and see if persons other than shareholders or members can be a director of the freehold company, if necessary call a meeting or pass a written resolution so that they can. Ringley Legal LLP can assist you with the resolutions. 3 - to protect yourselves and not expose you to inviting someone into the Freehold Company who then gets their freehold share for free, pass a resolution that lease extensions shall be issued to Flat 1 and Flat 2 (the participants) on request for 999 years at a premium of 1.00 and that future freehold shares or lease extensions will be sold to any leaseholder in the property at market price, such price to be determined by a Chartered Surveyor acting in the capacity as 'joint expert' for the parties. Ringley Legal LLP can assist you with the resolutions. 4 - then it would be safe for you to invite the non Freehold Company owner to be a Director of the Freehold Company to participate in company business, setting service charges running the block etc.... and get their consent to wind up the RTM Company thereby effectively transferring service charge management to your new Freehold Company. Again Ringley Legal LLP can assist you with the winding up. When you've simplified the arrangements I would recommend Ringley's Block Care 300 legal and financial administration package at 525 + Vat per annum which will help you self manage repairs but safely with us running the legal paperwork, budgets and demand cycle. To see what Block Care 300 - from 525 + VAT per year gives you go to http://tiny.cc/bc300 In respect of the ground rent this would remain payable by Flat 3 who did not participate to the Freehold Company. In respect of the reserve fund, this should be held by whatever entity is collecting the service charge and producing the service charge accounts.

Mr B Roberts, SW15