Commonhold and Leasehold Reform Act 2002

Section 34

SCHEDULE 3 E+W Commonhold association

Part 1 E+W [F1 Articles of Association]

Textual Amendments

F1 Words in Sch. 3 Pt. 1 heading substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(2)

Introduction E+W

[F2 1 In this Schedule “articles” means the articles of association of a commonhold association.]

Textual Amendments

F2 Sch. 3 para. 1 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(3)

Form and content E+W

2 (1) Regulations shall make provision about the form and content of [F3 the articles].

(2) A commonhold association may adopt provisions of the regulations for its [F4 articles].

(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 [F4 articles] 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 [F5 articles]—

(a) irrespective of the date of the [F6 articles], 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.]

Textual Amendments

F3 Words in Sch. 3 para. 2(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(4)(a)

F4 Words in Sch. 3 para. 2(2)(4) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(4)(b)

F5 Words in Sch. 3 para. 2(5) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(4)(c)(i)

F6 Words in Sch. 3 para. 2(5)(a) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(4)(c)(ii)

F7 Sch. 3 para. 2(6) inserted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(4)(d)

Alteration E+W

3 (1) [F8 Where a commonhold association alters its [F9 articles] at a time when the land [F10 specified 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 [F11 altered 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 [F12 articles] 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.

Textual Amendments

F8 Words in Sch. 3 para. 3(1) substituted (1.10.2009) by Companies Act 2006 (c. 46), ss. 1283, 1300(2); S.I. 2008/2860, art. 3(y)) (with arts. 5, 7, 8, Sch. 2)

F9 Words in Sch. 3 para. 3(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(5)(a)(i)

F10 Words in Sch. 3 para. 3(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(5)(a)(ii)

F11 Words in Sch. 3 para. 3(2) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(5)(b)

F12 Words in Sch. 3 para. 3(3) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(5)(c)

Disapplication of Companies Act 1985 E+W

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

Textual Amendments

F13 Sch. 3 para. 4 omitted (1.10.2009) by virtue of The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(6)

Part 2 E+W Membership

Pre-commonhold period E+W

5 During the period beginning with incorporation of a commonhold association and ending when [F14 land specified in its articles] becomes commonhold land, the subscribers (or subscriber) to [F15 the association's memorandum of association] shall be the sole members (or member) of the association.

Textual Amendments

F14 Words in Sch. 3 para. 5 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(7)(a)

F15 Words in Sch. 3 para. 5 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(7)(b)

Transitional period E+W

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

(2) The subscribers (or subscriber) to [F16 the 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.

Textual Amendments

F16 Words in Sch. 3 para. 6(2) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(8)

Unit-holders E+W

7 A 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-holders E+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-membership E+W

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

No other members E+W

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

Effect of registration E+W

11 A 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 [F17 section 113 of the Companies Act 2006] (duty to maintain register of members).

Textual Amendments

F17 Words in Sch. 3 para. 11 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(9)

Termination of membership E+W

12 Where 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.

13 E+W A 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 members E+W

14 (1) Regulations may make provision about the performance by a commonhold association of its duty under [F18 section 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 [F19 a requirement of section 113 for the purposes of section 113(7) and (8) (offences)].

Textual Amendments

F18 Words in Sch. 3 para. 14(1) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(10)(a)

F19 Words in Sch. 3 para. 14(4) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), Sch. 1 para. 195(10)(b)

Supplementary provisions E+W

[F20 15 (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).]

Textual Amendments

F20 Sch. 3 para. 15 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1), Sch. 1 para. 195(11)

Part 3 E+W Miscellaneous

Name E+W

16 Regulations may provide—

(a) that the name by which a commonhold association is registered under the [F21 Companies 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.

Textual Amendments

F21 Words in Sch. 3 para. 16(a) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1) {Sch. 1 para. 195(12)}

[F22 Statement of compliance] E+W

17 For the purposes of [F23 section 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.

Textual Amendments

F22 Sch. 3 para. 17 heading substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1) {Sch. 1 para. 195(13)(a)}

F23 Words in Sch. 3 para. 17 substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 2(1) {Sch. 1 para. 195(13)(b)}