# Management co listed for strike off by the cro.



## JohnJay (30 Mar 2010)

I live in a development which has been listed for strike off by the cro. 

This means I can not now sell my property which has recently gone sale-agreed. The management agent says the problem is due to a row between the 2 directors of the management co (who were also the directors of the original developer). One of the directors is refusing to sign off on the accounts, so the cro now has them listed for strike off. 

I have contacted the CRO (still waiting for a reply). I also contacted the director of corporate enforcement who told me to lodge a complaint against the company and the directors, but this complaint could take 4 months to go through the system. I dont have 4 months!

Anyone got any ideas? Can the non-signing director be somehow struck-off the company?

As a side note - If you are unlucky enough to be in a development which has a management company, I would strongly advise you to keep an eye on the status of the management company on the cro website (www.cro.ie). 

The management agent and the 2 directors mentioned above are also involved in other developements around Dublin, so our Mgt Co is probably not the only one affected by this row. The management agent were also very slow to act on this - we only found out by accident that all this was going on


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

Being listed for strike off is a very serious matter. This has happened because the company has failed to file one or more years annual returns.

Your best hope is to get a EGM called and simply remove the director and appoint someone else. Only then can the matter be finally resolved.


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

I know its a serious matter. 

I dont think we can call an EGM without the consent of the directors, is this true?


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

You don't need the consent of the directors.


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

so how do you go about calling an EGM? do you have to have the majority of the shareholders to ask for it? Does this vary from company to company?


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

Read this. 

It totally depends on the type of company they have set up.


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## mathepac (30 Mar 2010)

*Re: Management co listed for strke off*



JohnJay said:


> ...  I also contacted the director of corporate enforcement who told me to lodge a complaint against the company and the directors ...


I find this odd. The DOCE is advising that you to lodge a complaint against yourself (presumably as a property owner in the development you are automatically a member of the company).


JohnJay said:


> ... I dont think we can call an EGM without the consent of the directors, is this true?


It is your responsibility to know. Consult the Memorandum and Articles of Association of your company and find out what number (or percentage) of the members are needed to call an EGM and what notice period is required to be served on the members / directors. Do you have a designated Company Secretary?


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

Thanks for your replies. I have no knowledge of company law. I have contacted my solicitor, and she also admits that company law is not her thing, but she is looking in to it for me. I guess I need to get a copy of the Memorandum and Articles of Association and start there.
Unfortunately the residents committee here are not very stong, and we have no structured way to fight this. They have called a residents committee meeting for 2 weeks time, but I think we need to be acting faster than this


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*



> I guess I need to get a copy of the Memorandum and Articles of  Association and start there.


The CRO will sell it to you for €2.50


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*



bond-007 said:


> The CRO will sell it to you for €2.50


 
I'm working on that now.

I also need someone to translate this in to joe-soap-English, should I start with my solicitor, or find someone who knows more about this sort of thing?


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

The top of the Memorandum and Articles of  Association will tell you what type of company it is.


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

Thanks, I have ordered these now. I think the director who wont sign has skipped the country, does that mean our company now has "insufficent directors remaining in the State" and the members can now call an EGM?


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

Yes!


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

Happy days. I might get my solicitor to poke this further. I got that doc from the CRO, trying to translate it now. The company is a "Company limited by guarantee and not  having a Share Capital"


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## RonanC (30 Mar 2010)

*Re: Management co listed for strke off*



JohnJay said:


> Happy days. I might get my solicitor to poke this further. I got that doc from the CRO, trying to translate it now. The company is a "Company limited by guarantee and not having a Share Capital"


 
This would mean that there must be at least 7 members of the company (apart from the directors and secretary) who are more than likely apartment owners


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## mathepac (30 Mar 2010)

*Re: Management co listed for strke off*



JohnJay said:


> ... Unfortunately the residents committee here are not very stong, and we have no structured way to fight this. They have called a residents committee meeting for 2 weeks time, ...


I suggest you forget about the residents' committee. They are unlikely to be of any use whatsoever in the difficult situation you find yourself in. Any idea what the ratio is of owner-occupiers to renters?


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## Leo (30 Mar 2010)

*Re: Management co listed for strke off*



JohnJay said:


> One of the directors is refusing to sign off on the accounts, so the cro now has them listed for strike off.


 
Might be more than a simple argument between the two directors here. One may be refusing to sign because the accounts are not accurate.


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

I wonder does the company have the money on hand to pay all the CRO fees and penalties? 

How many years accounts are outstanding?


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

The last accounts were filed in March 08. Am I right in saying the max fees for not lodging accounts is 1200 euro? Apparently the out-of-the-country director still has an address here, and visits from time to time (only just found that out)

I think we have a fair lot of renters, might be hard to get more than 50% of votes


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

Would the owners of the rented houses approve of the company being struck off?


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*



bond-007 said:


> Would the owners of the rented houses approve of the company being struck off?


 
Probably not, but how can we contact the owners? The only way would be through the Management Agent, and they are being less than helpful.

I guess NAMA will own a chunk of it soon anyway, so maybe Brian Lenihan will be voting with us!


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

Well if the company is struck off Brian Lenihan will own the whole lot.

Ignore the management agent. The Company Secretary will have the names and addresses of all the members. Notice of an EGM would have to be sent to them any ways. The would most likely want their vote counted.

When was the status of the company changed to strike off listed?


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## mathepac (30 Mar 2010)

*Re: Management co listed for strke off*

The company secretary *must* have a register of all the members of the company (CRO as well?). It is part of the role of the company secretary to communicate with the members on behalf of the membership as a whole and the directors (who may not necessarily be members).


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

I'm just looking through the CRO docs now. The director in question is also the company secretary. The Director of Corporate Enforcements Office tells me that no further action will be taken until mid-May


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*



> The director in question is also the company secretary.


That makes a bad situation even worse.


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

I think we need a good Company Law Solicitor


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## bond-007 (30 Mar 2010)

*Re: Management co listed for strke off*

I agree. This situation needs to be professionally handled and dealt with quickly.


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

My solicitor is working on this anyway, I'll follow her advice


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## JohnJay (30 Mar 2010)

*Re: Management co listed for strke off*

Thanks for your help, everyone. If anyone has any further ideas, feel free to let me know!


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## ontour (30 Mar 2010)

*Re: Management co listed for strke off*

Contact the directors directly.  Get the names from CRO or get your solicitor to request it from the management agent.  Management agent may respond better to a solicitor.  Go directly to the unit owned by the director and talk to them if they are there, if they are rented, ask the tenant if they have a contact phone number.

Put a request in writing to the management agent to request the management company to schedule an AGM to discuss and explain the current status of the company. Send this as a registered letter.

Put a letter in an envelope to each of the post boxes in the development addressed to the owner making the owners aware that the company is listed for strike off and that significant costs will be incurred by each owner who may be also be unable to sell their units for a number of years if the company is struck off.

In a fair world you should not have to do all this work but unfortunately management companies are a collection of people, most or all of whom choose to assume that someone else will look after the company.


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## Yorrick (31 Mar 2010)

*Re: Management co listed for strke off*

This is a very serious matter and cannot be solved by one owner/shareholder.
There will be costs involved and the sooner all owners/shareholder meet and have proper legal advice and a plan of action the better.

This is going to be a very common occurrence with apartment owners because Irish owners have not grasped the idea that they are all shareholders in the Apartment Management Company and have left matters to the builders and their cronies


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## JohnJay (31 Mar 2010)

Well, the latest news is that the director has said he will sign off on the accounts over the weekend when he is back in the country. I know he is also a director of a few more companies, so I guess he doesnt want to get struck off as a director either. Fingers crossed!

My solicitor has already written to the management agent to put pressure on them. She is waiting to get the title deeds today which should give details of the director's solicitor and she will write to him also.


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## purpeller (31 Mar 2010)

JohnJay,

Sounds like you are getting on top of the situation.
I suggest you get hold of Robert Gogan's books on apartments which has been recommended at the top of the forum.  I've no affiliation but it filled in a lot of gaps in easy terms for me when I first bought my place.

Purpeller


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## RonanC (31 Mar 2010)

not sure if this has been posted already, but another good read is [broken link removed]by the ODCE


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