Sole director of our RTM company awards cleaning contract to herself...

Daniel_san

Hi all, looking for a bit of advice please. I own a leasehold and reside in an apartment block which has RTM, and the sole director of the RTM limited company has recently started her own cleaning business, and has just now awarded the cleaning contract for the entire block, to her new business. I've obtained a copy of the quote received from the contract tender, and aside from one crazy expensive quote, her business quoted the highest price, circa £1500 more than the current cleaner quoted. This seems like a massive abuse of position and conflict of interest to me. I'm going to ask for an explanation, but only when I've calmed down, as right now I'm fuming! :mad:

Thanks in advance for any thoughts, advice etc

Pete9501

Are you a shareholder in the limited company? there is something called a table A which lays down how Directors are appointed and how often the AGM is held etc. You need a copy of the table and any modifications that have been made to it by the company articles. Is she the registered secretary and has she done the annual return to Companies House etc. Worth looking up.

Daniel_san

There are no shareholders as such, only "members". All leaseholders are members as far as I am aware. No AGM has been held yet, apparently due to issues/hold ups from handover from one management company (OM) to the new one (well, 2012, Warwick Estates). I have the articles of association but I've never heard of "table A", could you tell me how I get hold of this please?
She is not the registered secretary, that was placed with United Secretaries Limited, who are a sister company of Warwick Estate. Companies House shows the last annual return: Last Return Made Up To: 09/03/2015

Thank you

xylophone

http://leaseholdadvicecentre.co.uk/RTM.htm?gclid=CMft6IfypcQCFbQatAod0VcAWw

Do the Lessees not own the RTM company?

ReadingTim

A transaction between the company and its director(s) is is subject to shareholder consent at a general meeting, so all is not lost.

In your capacity as a shareholder (ie a member of the company), you should raise this with the company secretary in the first instance, insisting that the contract be approved at a general meeting convened for the purpose. Threaten legal action if necessary, as this is a conflict of interest and a breach of the director's fiduciary duties under the Companies Act 2006.

On a more practical level, suggest you also volunteer to be a director of the company yourself - lack of opposition as well her opportunism has led to this situation.

Pete9501

Daniel, you may have the Table A with the articles for the company, but have a read of this:

https://www.gov.uk/model-articles-of-association-for-limited-companies