Changing Management Agents - The Practicalities

We are looking at changing agents at last this year...our current agents have full access to our bank accounts and are the sole signatories on the account...they also have about 7 years worth of our company info, reports, accounts, correspondence etc.

How can we ensure that everything is passed over? I would be a little nervous about last minute payments.

I assume the directors are owners and not the developers are I right? well thsi is how we did it:


Step 1 gets control of your bank accounts. Provide the bank a copy of the B10 (change of director) to prove the directors are whoever and then request documentation required to change signatories on the accounts. Get that done ASAP. Don’t bother asking the agent you can do it yourself, the B10 can be downloaded from the CRO for €2.50. while waiting on this instruct the bank if possible could they not to honour any cheques until the change is completed (it normally only takes a week once the papers are signed) and instruct the agent not to write any cheques on behalf of the company. if your agent fobs you off tell them to stick it, give them a legitimate instruction in writing to do so, that way if they do not comply you can have proof of their failure to follow an instruction. its advisable to have more than one signature on the chequebooks that way both or at least 2 directors depending on how many you have are aware of the level of expenditure at all times.

step 2 read the contract between the agent and the company. Get legal advice on this if necessary. trust me it will be invaluable and failure to fully understand the contract, especially the termination clauses etc could end up with the company being involved in a protracted legal battle over the validity of the termination. Also read your lease/memo and arts it may say that a change of agent requires a vote by the owners. That will be in your lease or most likely the Memo and Arts of the company, again available from the CRO if you don’t have them.

step 3 request a copy of the head lease, contact information for all owners and most current Debtors and creditors lists. ask what date these lists are effective on.

step 4 get contracts with all other suppliers so if you wish to change suppliers at a later date you also have these contracts to review.

Step 5 decide what the priorities are for your estate, this will help you decide on how an agent will suit your needs basically research a number of agents and meet them to do a walk about the estate. Ask them pointed questions, take notes of their answers and then have them submit a tender to you. Use each tender and the answers to your questions to help you form an opinion of who will be best suited for your needs. Request reference sites, visit those sites at various times of the day to gauge the state of repair, maybe talk to people on the street living their, tell them you’re thinking of buying or something find out what people think about the agent and how well the agent handles their problems etc. the agent should give you the contact details of the directors of their reference sites contact them and ask them how the agent is performing etc. maybe try find some other estates they manage and visit them, chances are the agents will give you details of the estates that are in good repair and have good financials. But you also want to see how they deal with those that are in bad financial situations especially if that is relevant to your company, again speak to the people on the street, you may not be able to contact these directors because they were not given as a reference site


Step 5 Make you decision, make sure your back side is covered legally with respect to the reason for termination and insure its done within the terms of the contract between company and agent and issue notice of termination of contract to your current agent. I’d suggest actually having an overlap of the two so no payments or details fall through the cracks. the new agent can also cover the hand over of documents etc

Step 6 notify the owners, call an EGM if needed to notify them.

Step 7 pray the agent isn’t pd off and sues you anyway, I’m serious chances are they bluster and threaten to sue you. Just make sure you have everything in writing. Basically go through the contract and take notes of each and every failing they have, if they are suppose to do something make sure it’s done, if the contract says they have x number of days in which to rectify a material breach of contract then give them that number of days first.

Step 8 once you have changed agent change the company registered address

Step 9 the next 6-12 months will be rocky. It will take time for the new agent to settle in and remember people are idiots so they will continue to send cheques to the old agent. Make sure you keep an eye on the performance of the agent. Ensure that owners can express their dissatisfaction, so make it known that an owner can write to you care of the company’s registered office. Ensure these are sent on to the directors and address the concerns raised as quickly as possible.

The most important thing to do in this instance of changing agents is to discover if there is any contract in place. Most of these situations are not governed by contracts and in truth, the handovers are relatively smooth going. If there is no contract, then a reasonable period of say 5 or 6 weeks should enable the agent to inform service providers to the estate that a change is in hand and have these operators signed up, if required, to the new arrangement. Checking of contracts will also apply to your service providers and this you can take on at handover time.
The business of providing the bank with new signatures and instruction is straightforward, if it were me, I would tell the existing agent because otherwise the bank could receive an instruction from you around payments and signatures that will invalidate legitimate payments made on your behalf by the agent.
Do have an EGM, do make sure everyone knows you have a new agent. Make yourselves aware of service charge payment agreements that your existing agent may have in place and that your new agent will manage these in an appropriate manner.
All documentation will arrive in a 'Handover File', get someone with experience to view this as your old agent will have little incentive to spend time on your project as the weeks go by.

Good Luck!