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Decision Notice D/2012/1 on Residential Property Owners' Management Companies has been broken down into a chapter by chapter guide for ease of reference. Each chapter deals with a separate topic relating to management companies and company law
Introductory and Copyright
The aim and origins of the handbook
What are management companies
Multi-unit developments and the functions in them typically discharged by a management company
The advantages which flow from a management company being established under the Companies Acts
The key phases in the evolution of a management company: (i) the developer-only phase: (ii) the developer-and-owners' phase; (iii) the owners-only phase
Understanding the role of the management company during each of the phases of its evolution
A critical distinction: management companies contrasted with managing agents
Management companies as (i) companies limited by shares or (ii) companies limited by guarantee not having a share capital
The management companys' articles of association
Membership of a managment company
The management company's register of members
The voting power of management company members
How management company directors are apointed, how many directors the company can have, and how that number can be changed
How management company directors cease to hold office
The management company's register of directors and secretaries
The predominant role of the directors as regards the management of the company
The requirement for the directors to act collectively, or through committees duly authorised by the full board
The duties of management company directors
The extent to which a management company director might be personally liable for actions or omissions
Steps management company directors can take to limit any personal liabilities which they might potentially fact by reason of any alleged default, breach of duty etc.
The situation where no-one is willing to become a director of a management company
The company secretary
Directors' meetings
Annual General Meetings (AGMs)
Extraordinary General Meetings (EGMs)
Chairing a management company's AGMs or EGMs
How management company members can opt to be represented at AGMs or EGMs by proxies or representatives
Decision making by management company members otherwise than at a general meeting: the written resolution procedure
The management company's accounting records
The management company's statutory auditors
The management company's annual accounts
Audit exemption
The directors' report
The management company's registered office
The requirements for the management company's business letters, websites, etc to contain relevant details concerning the company and the identity of its directors
Filings with the Companies Registration Office
The operation of the management company's bank account(s)
The relationship with the management company's solicitor
Service charges
Management company members' rights to apply to the High Court for (i) orders compelling compliance with provisions of the Companies Acts, (ii) relief in cases of oppression and/or (iii) orders arising from irregularities at company meetings
Statutory investigations of management companies' affairs
Terminating the existence of the management company - winding-up and strike-off
Non-company law legal obligations of management companies
The role and approach of the ODCE: what it can/cannot do in relation to management companies
Appendix 1 Outline of key provisions typically found inproperty law agreements between a unit owner in a hypothetical apartment complex and the associated management company
Appendix 11 An example showing how the "Rotation of Directors" provisions found in Tables A and C might work in practice
Appendix 111 "Table A, Part 11" Articles of assocation ofromt he First Schedule to the Companies Act 1963
Appendix 1V "Table C" Articles of Association from the First Schedule to the Companies Act 1963
Appendix V Text of section 18 of the Multi-Unit Developments Act 2011