Commonhold and Leasehold Reform Act 2002

Section 34

SCHEDULE 3E+WCommonhold association

Part 1 E+W[F1Articles of Association]

IntroductionE+W

[F21In this Schedule “articles” means the articles of association of a commonhold association.]

Form and contentE+W

2(1)Regulations shall make provision about the form and content of [F3the articles].

(2)A commonhold association may adopt provisions of the regulations for its [F4articles].

(3)The regulations may include provision which is to have effect for a commonhold association whether or not it is adopted under sub-paragraph (2).

(4)A provision of the [F4articles] shall have no effect to the extent that it is inconsistent with the regulations.

(5)Regulations under this paragraph shall have effect in relation to [F5articles]—

(a)irrespective of the date of the [F6articles], but

(b)subject to any transitional provision of the regulations.

[F7(6)Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a commonhold association.]

AlterationE+W

3(1)[F8Where a commonhold association alters its [F9articles] at a time when the land [F10specified in its articles] is commonhold land, the alteration] shall have no effect until the altered version is registered in accordance with this paragraph.

(2)If the commonhold association makes an application under this sub-paragraph the Registrar shall arrange for [F11altered articles] to be kept in his custody, and referred to in the register, in place of the unaltered version.

(3)An application under sub-paragraph (2) must be accompanied by a certificate given by the directors of the commonhold association that the altered [F12articles] comply with regulations under paragraph 2(1).

(4)Where the Registrar amends the register on an application under sub-paragraph (2) he shall make any consequential amendments to the register which he thinks appropriate.

Disapplication of Companies Act 1985E+W

4F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Part 2 E+WMembership

Pre-commonhold periodE+W

5During the period beginning with incorporation of a commonhold association and ending when [F14land specified in its articles] becomes commonhold land, the subscribers (or subscriber) to [F15the association's memorandum of association] shall be the sole members (or member) of the association.

Transitional periodE+W

6(1)This paragraph applies to a commonhold association during a transitional period.

(2)The subscribers (or subscriber) to [F16the association's memorandum of association] shall continue to be members (or the member) of the association.

(3)A person who for the time being is the developer in respect of all or part of the commonhold is entitled to be entered in the register of members of the association.

Unit-holdersE+W

7A person is entitled to be entered in the register of members of a commonhold association if he becomes the unit-holder of a commonhold unit in relation to which the association exercises functions—

(a)on the unit becoming commonhold land by registration with unit-holders under section 9, or

(b)on the transfer of the unit.

Joint unit-holdersE+W

8(1)This paragraph applies where two or more persons become joint unit-holders of a commonhold unit—

(a)on the unit becoming commonhold land by registration with unit-holders under section 9, or

(b)on the transfer of the unit.

(2)If the joint unit-holders nominate one of themselves for the purpose of this sub-paragraph, he is entitled to be entered in the register of members of the commonhold association which exercises functions in relation to the unit.

(3)A nomination under sub-paragraph (2) must—

(a)be made in writing to the commonhold association, and

(b)be received by the association before the end of the prescribed period.

(4)If no nomination is received by the association before the end of the prescribed period the person whose name appears first in the proprietorship register is on the expiry of that period entitled to be entered in the register of members of the association.

(5)On the application of a joint unit-holder the court may order that a joint unit-holder is entitled to be entered in the register of members of a commonhold association in place of a person who is or would be entitled to be registered by virtue of sub-paragraph (4).

(6)If joint unit-holders nominate one of themselves for the purpose of this sub-paragraph, the nominated person is entitled to be entered in the register of members of the commonhold association in place of the person entered by virtue of—

(a)sub-paragraph (2),

(b)sub-paragraph (5), or

(c)this sub-paragraph.

Self-membershipE+W

9A commonhold association may not be a member of itself.

No other membersE+W

10A person may not become a member of a commonhold association otherwise than by virtue of a provision of this Schedule.

Effect of registrationE+W

11A person who is entitled to be entered in the register of members of a commonhold association becomes a member when the company registers him in pursuance of its duty under [F17section 113 of the Companies Act 2006] (duty to maintain register of members).

Termination of membershipE+W

12Where a member of a commonhold association ceases to be a unit-holder or joint unit-holder of a commonhold unit in relation to which the association exercises functions—

(a)he shall cease to be a member of the commonhold association, but

(b)paragraph (a) does not affect any right or liability already acquired or incurred in respect of a matter relating to a time when he was a unit-holder or joint unit-holder.

13E+WA member of a commonhold association may resign by notice in writing to the association if (and only if) he is a member by virtue of paragraph 5 or 6 of this Schedule (and not also by virtue of any other paragraph).

Register of membersE+W

14(1)Regulations may make provision about the performance by a commonhold association of its duty under [F18section 113 of the Companies Act 2006] (duty to maintain register of members) where a person—

(a)becomes entitled to be entered in the register by virtue of paragraphs 5 to 8, or

(b)ceases to be a member by virtue of paragraph 12 or on resignation.

(2)The regulations may in particular require entries in the register to be made within a specified period.

(3)A period specified under sub-paragraph (2) may be expressed to begin from—

(a)the date of a notification under section 15(3),

(b)the date on which the directors of the commonhold association first become aware of a specified matter, or

(c)some other time.

(4)A requirement by virtue of this paragraph shall be treated as [F19a requirement of section 113 for the purposes of section 113(7) and (8) (offences)].

Supplementary provisionsE+W

[F2015(1)Section 112(1) of the Companies Act 2006 (initial members of company) applies to a commonhold association subject to the provisions of this Schedule.

(2)The following provisions of that Act do not apply to a commonhold association—

• section 112(2) (new members);

• section 136 (membership of holding company).]

Part 3 E+WMiscellaneous

NameE+W

16Regulations may provide—

(a)that the name by which a commonhold association is registered under the [F21Companies Act 2006] must satisfy specified requirements;

(b)that the name by which a company other than a commonhold association is registered may not include a specified word or expression.

[F22Statement of compliance]E+W

17For the purposes of [F23section 13 of the Companies Act 2006 (registration: statement of compliance)] as it applies to a commonhold association, a reference to the requirements of that Act shall be treated as including a reference to a provision of or made under this Schedule.