135 York Road, Southend on Sea, SS1 2DX CAM/00KF/LRM/2025/0013
DECISION
(1) The Tribunal determines that the Applicant was on the relevant date entitled to acquire the right to manage 135 York Road, Southend-on-Sea; and orders the Respondent to pay £114 to the Applicant to reimburse the application fee paid.REASONS
[1]By an application dated 10 November 2025, the Applicant RTM company (registration number 16501732) applied to the tribunal under section 84(3) of the Commonhold and Leasehold Reform Act 2002 (the “Act”) for a determination that, on the relevant date, it was entitled to acquire the right to manage the property. Background[2]The subject property at 135 York Road, Southend-on-Sea is a Victorian terraced house which has been divided into 6 flats.[3]The Applicant RTM company was incorporated on 6 June 2025.[4]By a claim notice dated 1 September 2025, the Applicant gave notice to the Respondent under section 79 of the Act stating that it intended to acquire the right to manage the property on 5 January 2026.[5]By a counter-notice dated 29 September 2025, the Respondent disputed the claim. It asserted that the Applicant was not a RTM Company as it had failed to adopt the correct model articles, as they were amended by the coming into force of the RTM Companies (Model Articles) (England) (Amendment) Regulations 2025/13 on 3 March 2025. Procedural history[6]Directions were given on 13 April 2024. Both parties have filed helpful statements of case in accordance with those directions. The Applicant prepared a 108-page hearing bundle containing all the relevant documents which I have considered in detail.[7]The directions provided that the tribunal would determine this matter on or after 15 June 2026 based on the documents provided unless either party requested a hearing.[8]Neither party requested a hearing. Accordingly, by Rule 31(3) of the Tribunal Procedure (First-tier Tribunal) (Property Chamber) Rules 2013 (the “Rules”), the parties are taken to have consented to this matter being decided without a hearing. I am satisfied that a hearing is not necessary to determine the issues in this case. Issues[9]The sole issue in dispute is whether the Applicant was at all material times a RTM Company as defined in the Act. Legal framework[10]Section 73 of the Act “specifies what is a RTM company”.[11]Section 73(2) of the Act states that “a company is a RTM company in relation to premises if(a) it is a private company limited by guarantee, and(b) its articles of association state that its object, or one of its objects, is the acquisition and exercise of the right to manage the premises”.[12]Section 74 of the Act regulates the membership and regulations of a RTM Company.[13]Section 74(2) of the Act states that “the appropriate national authority shall make regulations about the content and form of the articles of association of RTM companies”.[14]By section 74(3) of the Act “a RTM company may adopt provisions of the regulations for its articles” and by section 74(5) of the Act “a provision of the articles of a RTM company has no effect to the extent that it is inconsistent with the regulations.”[15]By section 74(6) of the Act, “the regulations have effect in relation to articles (a) irrespective of the date of the articles, but (b) subject to any transitional provisions of the regulations”[16]The definitions set out above are important, because by section 78(1) of the 2002 Act, it is “a RTM Company” who must give notices inviting participation to the qualifying tenants and by section 79(3) of the Act, the notice of the claim to acquire the right to manage premises must be given by “a RTM Company”.[17]The regulations referred to in section 74(2) of the Act are the RTM Companies (Model Articles) (England) (Regulations) 2009 (SI 2009/2767) (“the Regulations”). Regulation 2(1) of the Regulations states that “the articles of association of a RTM company shall take the form, and include the provisions, set out in the Schedule to these Regulations”.[18]By regulation 2(2) of the Regulations, “Subject to regulation 3(2), the provisions referred to in paragraph (1) shall have effect for a RTM company whether or not they are adopted by the company”. Regulation 3(2) deals with transitional provisions which have no relevance to the issues in dispute in these proceedings.[19]On 3 March 2025, the RTM Companies (Model Articles) (England) (Amendment) Regulations 2025/13 (“the 2025 Amendment”) came into force. Paragraph 2 made amendments to the schedule to the Regulations, where the form of the articles of association of a RTM Company is set out. Findings[20]I have considered the copy of the Applicant’s articles of association, which was helpfully provided in the hearing bundle. The defined terms are contained in paragraph 1(1) and state that “the premises” means “135 York Road, Southend-On-Sea, SS1 2DX”. At paragraph 4, the articles state “the objects for which the company is established are to acquire and exercise in accordance with the 2002 Act the right to manage the Premises”.[21]It is common ground that the Applicant’s articles do not include the new wording that was substituted by the 2025 Amendment.[22]In my judgment, the Applicant was a RTM Company at all material times and was capable of serving and entitled to serve a notice claiming to acquire the right to manage 135 York Road, Southend-On-Sea, SS1 2DX as it is accepted it did on 1 September 2025, being the relevant date.[23]This is because, at all material times, the Applicant was a private company limited by guarantee and its articles of association stated that its object was to acquire and exercise the right to manage the property. It accordingly met the definition set out in section 73(2) of the Act.[24]It does not in my judgment matter that the articles that the company in fact adopted did not reflect the wording substituted by the 2025 Amendment. This is not a requirement of section 73(2) of the Act. I accordingly reject the Respondent’s submission that there was any statutory obligation for the Applicant to adopt articles in the form provided for in the Regulations – that is not what sections 73(2) and 74(3) of the Act say and it is the opposite of what is said in Regulation 2(2) of the Regulations.[25]By section 74(5) of the Act “a provision of the articles of a RTM company has no effect to the extent that it is inconsistent with the regulations.” In my judgment, the clear meaning of this provision is that in so far as the Applicant’s articles were inconsistent with the Regulations, as amended by the 2025 Amendment, the inconsistent wording had no effect. The articles which had effect were, by the operation of regulation 2(1) of the Regulations, the articles in the form amended by the 2025 Amendment. By regulation 2(2) of the Regulations, this was so even if the articles in that form had not been adopted by the Applicant. Conclusion[26]I am satisfied for the reasons set out above that the Applicant was on the relevant date entitled to acquire the right to manage the Property. Costs[27]Under Rule 13, the tribunal has discretion to order reimbursement of tribunal fees. The Applicant has been the successful party in this application. I order the Respondent to pay £114 to the Applicant to reimburse the tribunal application fee paid. Name: Judge K Neave Date: 3 July 2026 Rights of appeal By rule 36(2) of the Tribunal Procedure (First-tier Tribunal) (Property Chamber) Rules 2013, the tribunal is required to notify the parties about any right of appeal they may have. If a party wishes to appeal this decision to the Upper Tribunal (Lands Chamber), then a written application for permission must be made to the First-tier Tribunal at the regional office which has been dealing with the case. The application for permission to appeal must arrive at the regional office within 28 days after the tribunal sends written reasons for the decision to the person making the application. If the application is not made within the 28-day time limit, such application must include a request for an extension of time and the reason for not complying with the 28-day time limit; the tribunal will then look at such reason(s) and decide whether to allow the application for permission to appeal to proceed, despite not being within the time limit. The application for permission to appeal must identify the decision of the tribunal to which it relates (i.e. give the date, the property and the case number), state the grounds of appeal and state the result the party making the application is seeking. If the tribunal refuses to grant permission to appeal, a further application for permission may be made to the