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How to force compliance with articles of association

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  • How to force compliance with articles of association

    I am a leaseholder and by extension a shareholder in the company that owns the freehold to the block of apartments where I live. I have some concerns about what the directors got up to during a particular time frame and have sought minutes of board meetings. The articles of association require the directors to keep minutes and publish them to shareholders. They have published most board minutes, but not any from the specific time span i am interested in. I have asked for them several times, but the requests are ignored. I have asked if they are being withheld for any specific reason - again ignored. So how can I force the directors to comply with their AoAs?
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  • #2
    AFAIK, as the AoA bind the company as if they were covenants (Section 33 Companies Act 2006 ) your final action would be via a court order for the company to comply with its AoA
    (but do check before proceeding )


    • #3
      Thanks very much for the response. In terms of trying to provoke the board into doing the right thing, what is the appropriate threat of action to make? Is it to seek a court order to enforce specific performance in relation to the obligations set out in the Articles?
      Thanks again.


      • #4
        Before you make application to the court for an injunction to publish the minutes, you need to write to the board warning them of the impending action, which will include an adverse costs order, unless they comply with your request within eg 14 days.


        • #5
          Yes - that's what I was seeking. What is the appropriate description of the impending court action, should they fail to publish? If I tell them I am planning to doing something that they know I can't do or won't work, they'll just ignore it. The chairman of the board is a solicitor. So do I say that I will seek an injunction to compel them to publish the minutes, or an order to require specific performance with regard to the AoAs etc?
          Thanks very much for your help here.


          • #6
            I would use a blend along the lines of applying for an injunction that they publish the minutes of .... in compliance with the AoA sec xyz


            • #7
              Thanks very much :-) I'll give it a go.


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