If you have one of the 4.3m leasehold properties in the UK, in most cases, the freehold will be owned by a company. This company can be known interchangeably as a:
- property management company
- residents' management company
- flat management company
- freehold management company
If you're one of the more fortunate leasehold property owners, when you bought your property you will have been offered a stake in the ownership of the management company, and perhaps also a seat on its board of directors. You might have as many as 3 distinct legal roles:
- Leaseholder – this describes you in your personal capacity as the owner of your leasehold flat/apartment/house.
- Member (aka shareholder or guarantor) – this describes you in your capacity as an owner of the management company. If you had a ‘share of freehold’ when you purchased your leasehold property, you will likely be a member.
- Director – this describes you in your capacity as a director of the management company (rather than simply a shareholder or guarantor).
The significance of the different roles above can be tricky to get to grips with for many buyers and owners of leasehold properties. This blog post is designed to assist anybody who has a stake in a management company and wants to understand the responsibilities (and powers) this brings.
Our follow-up blog post on running a freehold management company contains more detailed practical guidance on how your management company should make decisions, and a troubleshooting section to help you deal with some of the most common problems you might encounter.
Being a director of a residents’ management company
You should know whether you're a director of your management company, but if you're in any doubt you can check on the Companies House register by searching for your own name or the name of your management company.
Your powers as a director
The powers you have as a director of a management company will be set out in your company’s articles of association, which you can find in its filing history on the Companies House register.
If your management company has default Table A or model articles of association (or a variation of them), you and the other directors are collectively responsible for all day-to-day management of the company. This is a significant responsibility, particularly as you may not have any prior experience of managing a property, or indeed a company.
Your responsibilities as a director
Your management company will have a lease with each leaseholder. These include various legal obligations that the directors are responsible for ensuring the management company fulfils. They usually cover things like:
- maintaining the roof and exterior of the property
- carrying out necessary repairs
- keeping the building insured
The leases will also contain various obligations on the leaseholders, like payment of service charges and maintaining the interior of their own property. As a director, you're responsible for policing and enforcing these obligations if a leaseholder is not complying with the lease.
As a director of the management company, you should familiarise yourself with what the leases say.
You must also make sure the management company complies more generally with landlord and tenant law – for instance by making sure it consults with leaseholders before carrying out any repair or maintenance work costing more than £250 per leaseholder.
Things like this are vital because if you do not do it right, the leaseholders cannot be forced to pay more than £250 each towards the work that is done, regardless of how much it costs.
If the board is not comfortable with this aspect of its role, or lacks the necessary expertise, you can appoint a professional managing agent to carry out these functions on your behalf.
Your duties to the residents’ management company and its members
All directors owe duties to their company to conduct themselves in a certain way.
In the context of freehold companies, it’s particularly important to bear in mind your duty to act in a way which ‘promotes the success of the company for the benefit of its members as a whole’. This requires you to consider the long-term impact of any decision you take, and the way it will affect the owners of other flats in your building, their tenants, the environment and the wider community.
Being a member of a residents’ management company
As with your appointment as a director, you should already know if you own a stake in your management company. If you're in any doubt, you can check your company’s confirmation statements in its filing history on the Companies House register to see the most recent list of members.
Your powers as a member
Unlike a director, a member of a residents’ management company is not generally involved in any day-to-day management. Although members usually have the power to appoint or remove directors, it’s those directors who will make all the key decisions.
If you want to be involved in the management of your building, the best position for you is to be both a member and director of the management company.
Your rights as a member
If you're a member and not a director, unless your articles of association provide otherwise, you only have limited rights.
Will there be an AGM?
You should check your company’s articles of association to see whether your company’s board of directors has to hold an AGM each year.
Even if there's no legal requirement for the company’s board to call an AGM, unless every member is also a director, it’s good practice for the board to hold annual (or more frequent) meetings with members to keep them updated on the activities of the management company and any proposed expenditure.