The Commonhold (Amendment) Regulations 2009

JurisdictionUK Non-devolved
CitationSI 2009/2363

2009 No. 2363

Commonhold, England And Wales

The Commonhold (Amendment) Regulations 2009

Made 27th August 2009

Laid before Parliament 3rd September 2009

Coming into force 1st October 2009

The Lord Chancellor, in exercise of the powers conferred upon him by sections 13(4) and (6), 31(2), 32 and 64 of, and paragraphs 2 and 16 of Schedule 3 to, the Commonhold and Leasehold Reform Act 20021, makes the following Regulations:

Citation and commencement
S-1 Citation and commencement

Citation and commencement

1. These Regulations may be cited as the Commonhold (Amendment) Regulations 2009 and shall come into force on 1st October 2009.

Amendments to the Commonhold Regulations 2004

Amendments to the Commonhold Regulations 2004

S-2 The Commonhold Regulations 2004 are amended in accordance with...

2. The Commonhold Regulations 20042are amended in accordance with the following regulations.

S-3 In regulation 2(2)(b) (joint unit-holders), for “articles 4(d)...

3. In regulation 2(2)(b) (joint unit-holders), for “articles 4(d) and 75”, substitute “articles 9(d) and 75”.

S-4 In regulation 12 (the name of the commonhold association)— in...

4. In regulation 12 (the name of the commonhold association)—

(a) in paragraph (1)—

(i) for “Companies Act 1985”, substitute “Companies Act 20063”; and

(ii) for “if the memorandum of association states that the commonhold association’s registered office is to be situated in Wales,”, substitute “if the commonhold association is a Welsh company”; and

(b) at the end of paragraph (3), insert “, and “Welsh company” has the meaning given by section 88 of the Companies Act 2006.”

S-5 Omit regulation 13 (memorandum of association).

Omit regulation 13 (memorandum of association).

5. Omit regulation 13 (memorandum of association).

S-6 In regulation 14 (articles of association)— for paragraph (4),...

6. In regulation 14 (articles of association)—

(a) for paragraph (4), substitute—

S-4

“4 The articles of association of a commonhold association may increase—

(a) the proportion and number of members in article 16;

(b) the notice periods in article 21;

(c) the number of consecutive months and meetings in article 49(f); and

(d) the proportion and number of directors in article 61;”;

(b) omit paragraphs (5) and (7);

(c) in paragraph (8)(j), for “articles 40, 41 and 54”, substitute “articles 41, 42 and 56”; and

(d) in paragraph (9)(a), for “articles 45 and 46”, substitute “articles 46 and 47”.

S-7 In regulation 19(2) (termination)— for “section 13 of the...

7. In regulation 19(2) (termination)—

(a) for “section 13 of the Companies Act 1985”, substitute “section 15 of the Companies Act 2006”; and

(b) for “section 28”, substitute “section 80”.

S-8 Omit Schedule 1 (memorandum of association).

Omit Schedule 1 (memorandum of association).

8. Omit Schedule 1 (memorandum of association).

S-9 For Schedule 2 (articles of association), substitute Schedule 2...

9. For Schedule 2 (articles of association), substitute Schedule 2 as set out in the Schedule to these Regulations.

S-10 In Schedule 3 (commonhold community statement)— in paragraph...

10. In Schedule 3 (commonhold community statement)—

(a) in paragraph 1.1.5(c), omit “memorandum or”;

(b) in paragraph 1.4.5—

(i) in the definition of “company number”, for “Companies Act 1985”, substitute “Companies Act 2006”;

(ii) omit the definition of “memorandum”;

(iii) for the definition of “ordinary resolution”, substitute—

““ordinary resolution” has the meaning given in section 282 (ordinary resolutions) of the Companies Act 2006;”; and

(iv) for the definition of “special resolution”, substitute—

““special resolution” has the meaning given in section 283 (special resolutions) of the Companies Act 2006;”;

(c) in paragraph 4.8.3, for “Companies Act 1985”, substitute “Companies Act 2006”;

(d) in paragraph 4.10.3, omit “memorandum and”; and

(e) in paragraph 4.10.4, omit “memorandum and”.

Bridget Prentice

Parliamentary Under Secretary of State

Ministry of Justice

27th August 2009

SCHEDULE

Regulation 9

SCHEDULE

SCHEDULE 2

Regulation 14

ARTICLES OF ASSOCIATION OF A COMMONHOLD ASSOCIATION

THE COMPANIES ACT 2006

PRIVATE COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION OF ………… COMMONHOLD ASSOCIATION LIMITED

TABLE OF CONTENTS

INTERPRETATION

NAME, REGISTERED OFFICE AND OBJECT OF THE COMMONHOLD ASSOCIATION

LIABILITY OF MEMBERS

MEMBERS

Membership

Register of members

GENERAL MEETINGS

Annual general meetings

NOTICE OF GENERAL MEETINGS

Contents of notice

Entitlement to receive notice

PROCEEDINGS AT GENERAL MEETINGS

Business to be transacted

Order of business

Quorum

Chairman of the meeting

Role of director

Adjournment

Vote on a resolution and demand for a poll

Proceedings on a poll

VOTES OF MEMBERS

Allocation of votes on a show of hands

Allocation of votes on a poll

Entitlement to vote – lack of mental capacity

Entitlement to vote – receiver, administrator, trustee in bankruptcy, commissioner in sequestration or similar person

Entitlement to vote – mortgagee in possession

Objections to qualification of voter

Votes on a poll in person or by proxy

Form of appointment of proxy

Notice of proxy

Notice of termination of authority

NUMBER OF DIRECTORS

APPOINTMENT AND RETIREMENT OF DIRECTORS

Qualification

Retirement by rotation

Appointment and re-appointment of directors at general meetings

Notice of proposed appointment

Appointment by members

Appointment by directors

Re-appointment following retirement at annual general meeting

DISQUALIFICATION AND REMOVAL OF DIRECTORS

REGISTER OF DIRECTORS

POWERS OF DIRECTORS

AGENTS AND MANAGING AGENTS

DELEGATION OF DIRECTORS’ POWERS

REMUNERATION OF DIRECTORS

DIRECTORS’ EXPENSES

DIRECTORS’ APPOINTMENTS

Executive appointments

REGISTER OF DIRECTORS’ INTERESTS

PROCEEDINGS OF DIRECTORS

Regulation and notice of meetings

Quorum

Chairman of the board of directors

Validity of acts

Resolutions in writing

Entitlement to vote – conflict of interest

SECRETARY

WRITTEN RECORDS

NO DISTRIBUTION OF PROFITS

RETENTION, INSPECTION AND COPYING OF BOOKS AND RECORDS

NOTICES

INDEMNITY

Interpretation

In these articles—

“the Act” means the Commonhold and Leasehold Reform Act 2002;

the 2006 Act” means the Companies Act 2006;

“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

“chairman of the meeting” means the person chairing a general meeting, in accordance with article 18 or 19 (chairman of the meeting);

“clear days”, in relation to the period of a notice, means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;

“the commonhold” means the land in respect of which the commonhold community statement is registered;

“the commonhold association” means the commonhold association named in article 2;

“commonhold community statement” has the meaning given in section 31 (commonhold community statement: form and content: general) of the Act;

“commonhold unit” has the meaning given in section 11 (commonhold unit: definition) of the Act;

“the developer” means (see section 58(1) (development rights) of the Act) the person who makes an application to register a freehold estate in land as a freehold estate in commonhold land, and his successor in title who is treated as the developer, and who carries on development business on the commonhold land;

“director” means a director of the company, and includes any person occupying the position of director, by whatever name called;

“member” means a person whose name is entered as a member in the register of members of the commonhold association (see article 7 (membership) ) but excludes any person who has ceased to be a unit-holder or joint unit-holder or who has resigned as a member;

“ordinary resolution” has the meaning given in section 282 (ordinary resolutions) of the 2006 Act;

“pre-commonhold period” means the period beginning with incorporation of a commonhold association and ending when land specified in its articles becomes commonhold land;

“secretary” means the secretary of the commonhold association or any other person appointed to perform the duties of the secretary of the commonhold association, including a joint, assistant or deputy secretary;

“special resolution” has the meaning given in section 283 (special resolutions) of the 2006 Act;

“subscribers” means the persons who subscribed their names to the memorandum of association of the commonhold association;

“transitional period” has the meaning given in section 8 (transitional period) of the Act;

“unit-holder” has the meaning given in sections 12 (unit-holder) and 13 (joint unit-holders) of the Act;

“in writing”, and cognate expressions, in relation to any notice or document, means a notice or document sent or supplied in hard copy form or in electronic form as those expressions are defined in section 1168 (hard copy and electronic form and related expressions) of the 2006 Act.

Unless the context otherwise requires, other words and expressions contained in these articles bear the same meaning as in the Act including any statutory modification or re-enactment of it for the time being in force or, as the case may be, in the 2006 Act as in force on the date when these articles become binding on the commonhold association; and words in the singular include the plural and words in the plural include the singular.

Name, registered office and object of the commonhold association

The name of the company (referred to in this document as “the commonhold association”) is [insert name of commonhold association here].

The registered office of the commonhold association is to be situated in [ England and Wales ] [ Wales ] (delete as appropriate).

The object of the commonhold association is to exercise the functions of a commonhold association in relation to land known as [insert name or description of the land here ]...

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