Share of Freehold company in a real mess?

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Share of Freehold company in a real mess?

I own two properties in a development of 52. Each property owns 1/52nd of the freehold, so I own about 4%. I was also a director (1 of 5).

In late November, one director and the managing agent were starting to be very obstructive, wouldn’t allow a vote for a chairperson, wouldn’t allow voting for decision making, kept vetoing decisions. If any of us asked for visibility to the company bank account, we were shut down and told we were being ‘confrontational’. You get the idea. Yes I realise that’s not legal for one director to put us in this situation but it happened because two people retired (old chairman and old managing agent) who had essentially set us up to fail, we had got into a bad place and 3 of the 5 were trying to fix it (one was absent due to personal reasons).

In additon our new managing agent turned out to be pretty useless, volatile, divsive, etc. A one-woman band, shoehorned in by the retiring managing agent. No qualifications, not other blocks being managed, doesn’t have a company, doesn’t have PI or PL insurance, nor understand what they are. No accredditation and sole access to the company bank account which holds over £200k. There is zero oversight on the account, and no limits on how much she can transfer, who to or what device to unilaterally do it on. They don’t have a contract and cannot provide one.

Worst of all, they have been found to be telling many untruths. When asked why there is no contract, she says she gave one to the board which was ignored – completely false. When asked if she manages other developments, one day will respond ‘many’ and the next ‘none’, depending on what answer is most helpful to her at the time.

Anyway, 4 directors resigned, hoping this would cause an AGM so all shareholders could appoint a new board who could get on with resolving all the issues. Unfortunately the remaining director refused to resign and is in cahoots with the managing agent. I would say about 50% of the shareholders who are aware of the situation find this both distressing and unhelpful. The company is not functioning, our insurances may be voided due to this and it’s a massive mess.

The remaining director has now called an AGM with one topic on the agenda – to appoint his mate in the flat below and then appoint him as chairman. They called it as a virtual meeting on the 22nd december at 7.30pm. Note this development is two large blocks, consisiting of mainly 3 & 4 bedroom houses. These two guys live in tiny corner flats and are not representative of the shareholders whatsoever. The mate below who is being appointed has quit twice from the board after getting into bitter aguments with other shareholders.

Both the director and managing agent are either ignoring all shareholder emails or responding in the most ineffective way to simply stall or delay.

Having read the M&A of A several times, it’s missing a lot, such as timeframes, and is worded very briefly, which these three people are using to hide behind.

What can any of us legally do? We want a proper meeting. We want to discuss and ask questions. Many of us want to dismiss the managing agent.

Is there something which is statutory in the 2006 Companies Act which can help us in this situation get a light shone on the situation? How can we force these people hiding behind emails and a one-topic Zoom meeting where no shareholder is allowed to speak?

I suspect we need actual real legal advice but wouldn’t know where to start… Help!

Alex

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