Is is mandatory for Ltd Co to have AGM's or any other meetings

pastmybest

I am one of four directors of the management company (Ltd Co) for the block of flats I own. We have never had a AGM or any EGM but a new owner/director says the law is that we should have an annual AGM and possibly others in between.

So can anyone tell me if AGM's or EGM's are the rules. Usually all issues are resolved with an informal meeting of those who live here and over the phone for the two buy to lets that don't. Nothing in writing though?

Vomityspice

What do you Articles of Association say?

borders_dude

pastmybest wrote: »

...Usually all issues are resolved with an informal meeting of those who live here and over the phone for the two buy to lets that don't. Nothing in writing though?

Perhaps good practice would be to have some kind of minute of any decisions made?

dzug1

Your informal discussions are EGMs and should be minuted.

I think I read recently that AGMs were no longer mandatory for very small companies - sorry can't recall where.

fengirl_2

The 2006 Companies Act has abolished the requirement to hold AGM's for privtae companies. However, this only came into force this year. However, it is good practice to hold and AGM where, like you, there are members who have a vested interest in the company.
EGM's would only be held if there was emergency business to discuss. Otherwise, the directors should be meeting at least 2-3 times a year, not least to discuss the budget and level of maintenance fee.

pastmybest

fengirl wrote: »

The 2006 Companies Act has abolished the requirement to hold AGM's for privtae companies. However, this only came into force this year. However, it is good practice to hold and AGM where, like you, there are members who have a vested interest in the company.
EGM's would only be held if there was emergency business to discuss. Otherwise, the directors should be meeting at least 2-3 times a year, not least to discuss the budget and level of maintenance fee.

Thanks all for help.

The person running the company seemed to know what he was doing but at this point I am not so sure? The real problem is the two buy to let owners who have virtually NO interest in the well being of the overall building. I now know that all the directors are responsible for the Ltd Co operating within the rules but this was never pointed out when I bought.

I wonder if not having any minutes of meetings (prior to this year) will be a problem if it is checked by whoever polices such matters?

fengirl_2

The only people who police these matters really are the shareholders. Having previously lived in a house where the grounds were managed by a management company consisting of the owners, I know that the directors of these companies can become power crazy and do everything to exclude the owners in decision making. Not all shareholders will want to be involved and be quite happy as long as the block is being properly maintained, but others should be involved.

Debt_Free_Chick

You all potentially have a number of conflicts of interest. You are owners; shareholders and directors.

In the event of a dispute, you want a good audit trail to show that the directors made the right decisions for the right reasons - so you should have formal meetings, which are formally minuted. If any of the other "owners" want to criticise what the management co did in the past, you really want a minute to show that the directors decisions were properly taken.

Your situation is very common - and very often, it's a nightmare if there's a dispute in the future.

Read your Memorandum and Articles of Association. Read the guidance on the Companies House website. Consider paying someone experienced and qualified to act as the Company Secretary, unless the Directors are prepared to learn what's involved and do it themselves.

pastmybest

Thanks to all for your help.

Read the web sites mentioned, spoke to my accountant and solicitor yesterday and now fully realise it is full of pitfalls. I would never never never buy anything like this again. The more I learn the worse it gets!