Lexsure e-ROT

Management Company · Report on Title scenario

The management company has been struck off, or is close to it

The company that owns the obligations stops existing, and reinstating it is expensive and slow. A management company is an ordinary company with ordinary duties — filing accounts, maintaining a register — and a block run by volunteers who have lost interest is a company heading for the register of dissolved companies. The consequence reaches every flat, because mortgageability and saleability depend on it.

From the e-ROT archive

This scenario is drawn from Report on Title material dealing with this specific circumstance.

Lexsure Report on Title paragraph: Taking an active interest in the Management Company · See the wording

Which describes you?

I’ve already bought the property Our management company has been struck off. Check what this could mean →WhenIBought.com
I’m a conveyancer I need Report on Title wording for this situation. View professional options →

Why this happens so often

Because the company is run by neighbours. A management company in a converted house or a small block is typically owned and directed by the flat owners themselves, who did not set out to be company directors and often do not know that they are.

Accounts go unfiled, confirmation statements lapse, and the registrar eventually strikes the company off. Nobody decided to let it happen.

What it costs when it does

Reinstating a struck-off company is possible and it is expensive, and it takes time that a transaction does not usually have.

In the meantime the practical consequences are immediate: there is no entity to insure the building, to collect contributions, to grant consents or to sign the paperwork a buyer's solicitor needs. The Lexsure wording below puts the effect on mortgageability and saleability plainly.

Where the management company fails, the lease will often make the landlord responsible instead — which is a real protection where there is a solvent landlord and no protection at all where there is not.

What to check, and what to do

Before buying: look the company up. Companies House is free and public, and the filing history tells you more about how a building is run than any amount of correspondence. Look for late filings, proposals to strike off, and whether there are any directors at all.

Ask who the directors are and whether they are the current flat owners. A company whose directors sold up and moved away years ago is a company nobody is steering.

After buying: take the role seriously. Where you are a member of the company, its compliance is your interest as much as anyone's, and the cheapest moment to fix a lapsed filing is before it becomes a strike-off.

The lease also gives you rights against the company and the landlord if obligations are not met. Those rights are worth exactly as much as the entity they are exercised against is worth, which is the honest and uncomfortable point the Lexsure wording makes.

Already bought, and the company has been struck off?

If your building's management company has been dissolved, what was reported to you about it during the purchase is a reasonable place to start.

From the e-ROT archive

Report on Title paragraph

Taking an active interest in the Management Company (Landlord to take over)

Archive Lexsure e-ROTScope Strike-off and its effectsWord count 64Published September 2022

Where the management company fails to comply with it’s corporate governance obligations in accordance with the Companies Act (including filing accounts), it may be struck off the register at Companies House. If this should happen - we have seen this occur - then it is very expensive to reinstate. It would also have an adverse impact or the mortgageability and saleability of the property. …

Historic wording — DO NOT USE on a current transaction. Published in September 2022 and reproduced exactly, including “it’s” for “its” in two places and “adverse impact or” for “adverse impact on”. The designer brief requires reproduction without silent correction.

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