Company Formation Services - Property Management:
A company set up under the
Companies Act to operate for the benefit of residents or tenants rather than being run as a business for profit is generally known as a "flat management" or "property management" company. Many types of multi-occupancy development, but particularly residential ones, need such a company and they account for a large number of the companies on the register at Companies House.
UK property management company formation and flat management company registration for the formation of a limited company has never been easier. Company registration with a full set of limited company documents for as little as £100.00. We have a company formation service to suit everyone's needs, please see below. Coddan Companies Formation Agent LTD: packaged online property management company formations for occasional users, with payment by credit card or wire transfer.
Whichever formation option you choose, you'll find that using Coddan Companies Formation Agent LTD is:
You'll be ready to trade usually within the same day** using our fully electronic service.
Whether online or over the phone, the process takes just a few minutes. Our online data capture screens are ordered in a logical process, with helpful features and our telephone personnel are experienced and supportive
Our formations are forms-free, so we don't have to send you statutory paperwork to sign. In addition, our free company name check facility is - we believe - the best in the business for accuracy and functionality, alerting you to name availability and any "sensitive words", which will require written permission
Our formation options are designed to suit all needs, volumes and budgets. There are no minimum order quantities or subscription charges and our comprehensive packages contain no hidden extra charges
We offer ongoing business support via our
company secretarial, legal, accounting, business information and intellectual property protection services.
** Subject to Companies House but guaranteed within 24 hours.
Our electronic custom company registration service offers a fast, simple economy incorporation service. Please enter your details below followed by the details of the company, the officers and shareholders. Every company must have at least one director, one secretary and one shareholder. If your company has only one director that director may not also be the company secretary. Your documents will be promptly filed electronically with Companies House and we will send you your Memorandum & Articles by email as a PDF file. Incorporation will usually be completed within 24 hours and your certificate of incorporation will also be emailed to you as a PDF file. If you have an account with us your order will be processed immediately otherwise orders will not be processed until we receive payment. This service is priced at £100.00.
We provide clients with our full expert assistance throughout every step of the formation process, however our service does not stop there. We will give you any assistance or advice related to company formation matters from the moment you choose to form the company, and as for long after formation as you require. All you need to do is tell us the name of the company that you would like to form and then leave the rest to us. Your new limited company will normally be formed within 3-5 working hours of request, and minutes later you will receive your certificate of incorporation by email.
A flat management company usually has special Memorandum and Articles of Association drawn up to allow it to own, manage and administer a freehold property, which is normally divided into several dwelling units or flats, with each leaseholder owning a share in the company. The leaseholder is normally obliged to transfer ownership of the share to a new leaseholder if the property is disposed. In cases where there are several tenants flat management companies are sometimes formed to manage and protect the interest of the persons holding leases. This type of vehicle can take the shape of a company with limited liability company status or as a company limited by guarantee. We have a wealth of experience in both forming and structuring flat management companies and can advise you on whether this type of vehicle is suitable for your needs.
Property Management Companies Formation: Click here
How Does a Flat Management Company Work?
In law, a limited company is seen as an 'individual' in its own right. This means it can own property (such as a freehold or leasehold) and enter into contracts in its own name. It exists independently and separately from the people involved. As the name suggests, many are connected to blocks of flats where an arrangement needs to be made to deal with the running, maintenance and repair of the common parts of the building. The leaseholders of the flats are the members of the company, some will be appointed to act as directors and one will usually be the company secretary. They may appoint a managing agent to carry out the day-to-day work, or one may be specified in the leases with the freeholder.
The freeholder of the land on which the flats stand may be held by a third party, or it may be held by the management company (so that the leaseholders have the ultimate benefit of the freehold). The simplest form of flat management company is a dormant one which holds the freehold of the land for the members of the company, who are leaseholders of the flats built on that land.
This type of company can also provide a structure for the management of the common parts of private freehold estates of houses, which may include roads, communal gardens, security and other facilities. A corporate body is needed to hold land, unless there are four or fewer lessees concerned, in which case the freehold of the land could be held jointly in the lessees' own names. However, if the freehold is held directly by the lessees jointly, then each time a flat changes hands, apart from the transfer of the lease on the flat, there would need to be a transfer of the freehold into the new set of names in the Land Registry. Getting all the necessary signatures and consents would take time and add to costs. The use of a flat management to hold the freehold avoids the problem.
A flat management company may be incorporated under the Companies Acts, either as a limited company with shares, or a company limited by guarantee. Either of these forms of incorporation provides limited liability for its members, subject to the usual caveats in the insolvency legislation about trading properly. Each also provides a corporate vehicle that can hold the freehold (or head lease) which underlies the various occupiers' leases. It can also collect maintenance charges and any ground rents, hold a sinking fund for major repairs, arrange cleaning, decoration, security, insurance, a warden's salary for sheltered schemes and janitorial or concierge services where appropriate.
The company limited by shares was designed for profit-making enterprises, but with properly-drafted articles also works well for flat management companies. When the related property interest changes hands, the leaseholders' share also has to be transferred by a stamped stock transfer form (often for a token payment with minimum (5.00) stamp duty paid) and the change recorded in the register of members. Coddan's articles provide a special procedure to facilitate the transfer of the relevant share if a lease has changed hands but the transfer of the share was overlooked.
The company limited by guarantee was intended to provide a form of incorporation with limited liability suitable for a group of members with a mutual interest of a not-for-profit nature. The main advantage of using a guarantee company rather than a company limited by shares is that no stamped transfer is needed on changes of members (on sale of the related lease). The articles can simply provide for the membership of the outgoing lessee to terminate automatically when they cease to hold the lease, without the need for any document to be signed by that member giving up their membership. The new owner of the lease can then be admitted to membership in place of the outgoing member.
Why Have a Flat Management Company in England?
Flat Management companies are companies used to manage the whole of or parts of a site or building on behalf of its owners. When there are multiple tenants, Flat Management companies are normally used to protect the interests of the leaseholders. In shared properties there are often a number of areas that are common and used by all flat/unit residents. For example, communal halls, access areas and gardens. By having a Flat Management Company you can establish a system for collecting pooled funds in order to maintain and repair any common areas. If the company will not own the freehold for the entire property then it may not be appropriate to have a Flat Management Company. A residents association may be more suitable.
Many tenants and owners of properties in the UK make contributions to management companies and various service charge funds or sinking funds. These funds pay for a variety of services and sometimes accumulate money for future repairs. Typically, residents of a block of flats will all pay a set amount each year into a fund. That fund will either pay for joint day to day running costs of the block, such as cleaners and minor repairs, or funds will be put aside to pay for future major expenditure such as a roof repair. Some funds may do both within one fund. The charges may typically be paid to a management company, which could manage just that block of flats or any number of blocks. Sometimes residents of a block will set up their own management company, residents' association or trust to receive the funds and carry out the work. Sometimes the landlord/freeholder holds the funds and organises the work.
The Constitution of a Flat Management Company:
A Flat Management Company has its Memorandum and Articles of Association specially drawn up to allow the company to own, manage and administer the property, which is normally divided into several dwellings, units or flats. When a property is divided into a number of flats, each flat owner has a lease of their own flat but they may also hold shares in a management company that owns the freehold (or lease) of the entire building.
Transfer of Shares - Change of Ownership:
As shareholders, the flat owners have their say in running the limited company. Normally, the company's constitution will say that shareholders who sell their flats must also transfer their shares to the new owners. This ensures that - at any given time - the limited company represents the interests of all the current flat owners. However, it remains a separate legal entity regardless of who holds its shares from time to time.
UK Flat Management Companies - Service Charge Funds & Sinking Funds: Background
Many tenants and owners of properties in the UK make contributions to management companies and various service charge funds or sinking funds. These funds pay for a variety of services and sometimes accumulate money for future repairs. Typically, residents of a block of flats will all pay a set amount each year into a fund. That fund will either pay for joint day to day running costs of the block, such as cleaners and minor repairs, or funds will be put aside to pay for future major expenditure such as a roof repair. Some funds may do both within one fund. The charges may typically be paid to a management company, which could manage just that block of flats or any number of blocks. Sometimes residents of a block will set up their own management company, residents' association or trust to receive the funds and carry out the work. Sometimes the landlord/freeholder holds the funds and organises the work.
Property Management Companies - Funds Created:
Typically there are two main types of fund to which Section 42 LTA 1987 applies. Sinking Funds involve the long term setting aside of funds for major repairs and renewals. Over a period, the fund can grow to a significant size and generate substantial investment income. Service Charge Funds are funds where the intention is to cover only the routine day-to-day costs of maintaining the communal areas and paying for minor repairs and decorations.
The service charges are reviewed annually and set at a level to balance the actual expenditure and leave a 'no surplus - no deficit' situation at the end of each year. In practise there may be a small amount held in reserve or carried over from the previous year. The trust will not accumulate any surplus charges or create any sort of contingency or sinking fund. Any investment income is derived only from the short- term deposit of temporarily surplus funds. Some trusts will act both as a sinking fund and as a service charge fund, although usually the trustees would keep the two funds separate.
There are a number of different situations in which sinking funds or service charge funds may be created. Not all of these will necessarily fall within the scope of Section 42 LTA 1987.
Flat Management Companies - Tenants of Rented Property:
Under the terms of a rental contract either the tenant or the landlord will be responsible for repairing the property. If the landlord includes in the rent payable some figure to cover his repairing obligations the fact that the payment by the tenant will be part of his rent will not preclude the operation of Section 42 LTA 1987. However, in order to fall within the definition of 'service charge' the amount must be variable according to the costs or estimated costs of repairs etc. So if the lease simply states that part of the rents payable will be used for servicing, repairs and maintenance etc. for which the landlord is then responsible then the matter is outside Section 42 LTA 1987 because the payments by the tenants do not amount to a 'service charge' as defined in Section 18 LTA 1985. The whole of the rent will be Schedule A income of the landlord.
Flat Management Companies - Leaseholder Owners of Property:
Under the terms of the lease the leaseholder may have to pay into a service charge fund or sinking fund. The funds may be paid to an individual, a company, a trust or an unincorporated association. As the owner owns the property under a lease, the LTA 1987 will apply. If the lease specifies contributions are to be made to a service charge fund or sinking fund then an accumulation trust exists whether the funds are paid to an individual, a company, a trust or an unincorporated association. The body holding the funds may not consider themselves to be trustees, for example a company. However if Section 42 LTA 1987 applies then the company will be holding the funds as a trustee.
If the lease stipulates that tenants must pay a service charge for particular services to a service company which is not the landlord, connected with the landlord or stipulated by the landlord, this too is within Section 42 LTA 1987. In that Section 'the payee' is defined as 'the landlord or other person to whom any such charges are payable by those tenants under the terms of their leases'. If the lease states that the tenants should arrange for services, repairs and maintenance etc. themselves but does not specify how this should be done, any arrangement made by the tenants with a service company is outside the scope of Section 42 LTA 1987. The costs in respect of service charges are not made either to the landlord or to another person to whom such charges are payable under the terms of the lease.
Finally where there is no provision in the lease for the tenants to pay into a service charge fund, but nevertheless they decide to create one, then such an arrangement is not within Section 42 LTA 1987 as the tenants are not 'required under the terms of their leases to contribute to the same costs by the payment of service charges'.
British Management Companies - Freehold Owners of Property:
Under the terms of sale of a freehold property (a covenant of some sort) the freeholders may have to pay into a service charge fund or sinking fund. The funds may be paid to an individual, a company, a trust or an unincorporated association. Such an arrangement does not come within Section 42 LTA 1987 as it is not under the terms of a lease. Alternatively there may be no provision to create a service charge fund or sinking fund but the freeholders together decide to form one. They may decide to pay those contributions to an individual, a company, a trust or an unincorporated association. Again this is a private arrangement not governed by Section 42 LTA 1987 and the tax treatment depends on what the freeholders decide is going to hold the funds.
Flat Management Companies - Registered Social Landlords & Other 'Exempt Landlords':
Registered Social Landlords (RSLs) are, in England and Wales, independent, private sector, non-profit making bodies whose main purpose is to provide decent quality, affordable housing for people on low incomes. About three-quarters of them are charities. Section 42 LTA 1987 does not apply to tenants of 'exempt landlords' (Section 42(1) LTA 1987). In accordance with Section 58(1)(g) LTA 1987 a RSL is an exempt landlord. There are other exempt landlords defined in Section 58(1)&(1A) LTA 1987 such as district councils and certain development corporations. See TSEM5745 where Section 58(1)&(1A) LTA 1987 is reproduced.
Whilst Section 42 LTA 1987 does not apply to RSLs and other exempt landlords, as explained below, the terms under which sinking funds and/or service charge funds are held by exempt landlords may still create a trust. Thus, in summary, reference must be made to the terms of the lease to determine the application of Section 42 LTA 1987. A statutory trust will arise where the tenants of two or more dwellings are required under the terms of their leases to contribute to the payment of variable service charges to the landlord or other persons to whom such charges are payable under the terms of the leases. However, Section 42 LTA 1987 does not apply where the landlord is an 'exempt landlord'.
Flat Management Companies - Investment Income Previously Charged to Corporation Tax:
In the past some flat management companies have been permitted to make returns in respect of investment income, arising on service charge funds and sinking funds, as part of their corporation tax returns (see PIM1070). That is no longer appropriate where trustees are holding funds as trustees under Section 42 LTA 1987. Likewise where Section 42 LTA 1987 does not apply but the terms under which the funds are held creates a trust.
Rents receivable by flat management companies (such as ground rents - other than peppercorn rents) are outside the scope of Section 42 LTA 1987 and remain chargeable under Schedule A. Tax Bulletin Issue 37 (October 1998) explained the approach the Inland Revenue will take for all flat management companies as from 1 April 1998. However, because of the need to issue further guidance in Tax Bulletin Issue 48 (August 2000), no action will ordinarily be taken to disturb any year or Accounting Period for which a Corporation Tax return has already been made and accepted. Where a trust return has not previously been made by a flat management company, or a trustee, of investment income arising from a fund within Section 42 LTA 1987 (or from funds otherwise specifically held on trust), the trustees will have the normal obligation to notify chargeability.
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