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Shareholders Nominating New Directors

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  • Shareholders Nominating New Directors

    I own a flat in a purpose-built block of 8 flats at the above address and have a 1/8th share of the freehold which is owned through a limited company of which I assume I am a shareholder. The company’s registered address is also the address of the appointed firm of managing agents who carry out building maintenance, collect the service charges and prepare the annual accounts.

    After the building was erected in 1960, most of the early residents were owner-occupiers and were also directors of the above freehold company. As owners sold up and moved out over the years, they resigned as directors without replacements being appointed; the last remaining director resigned in January 1996. As this would have left the freehold company with no directors, one of the principals of the managing agents' firm appears to have been appointed as the sole director and this position remains unchanged.

    My fellow leaseholders and I are dissatisfied with the service provided by the managing agents and attempts by each of us individually to engage with them have proved fruitless. We therefore feel it is time to take back control of the property by appointing one or more of us as directors of the freehold company. We believe this would give us the authority to instruct the managing agents to act according to our wishes and should matters not improve, to ultimately dismiss them and appoint an alternative firm.

    We require general advice and guidance as to how to go about this process and have the following initial questions:

    · Is this the best approach? Comments welcome.

    · Do we need to call a shareholder’s meeting to do this? If so, can the meeting be attended remotely, e.g. over the phone or by even by email. (One of the leaseholders lives in Scotland making an on-site meeting impractical).

    · Can directors be appointed by a simple majority vote of shareholders? (One of the leaseholders has proved impossible to contact).

    · Can/should we insist on the current director resigning?

    · Does he need to be informed before we hold a meeting?

    · What implications does this have and what other factors should we consider?

    I look forward to reading your responses. Thanks.
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