Opinion: The Hidden Clauses Eroding Trust in Property Management

This is exactly what we have experienced at a large mixed-use development in Dartford. And the repercussions go far beyond one site. They speak to a wider cultural issue that continues to undermine confidence in our sector.

The Power of the Mems and Arts

The Memorandum and Articles of Association ("Mems and Arts") of an RMC should be a neutral governance document - a framework that protects leaseholders' interests and allows directors to act independently. But what if those documents are written, amended, or advised on by the managing agent during the development phase to give that same agent an enduring grip on the company?

In our case, the managing agent had, under the guise of pre-sales consultancy with the developer, ensured that their own senior personnel were written into the Mems and Arts of multiple resident-led management companies. The intention was clear: to maintain control after handover, regardless of resident or director sentiment.

Such a move is not just ethically questionable; it's a betrayal of the foundational trust that the industry relies upon. More troublingly, it sets a precedent where managing agents no longer need to earn trust or deliver service - they merely need to secure a contractual or constitutional trapdoor.

Weaponising Company Law

When the RMC Directors exercised their full legal autonomy to terminate the agent’s services and appoint a new managing agent, they were met not with professionalism but with obstruction. Despite being appointed and empowered by the governance framework of the companies, the directors were subjected to a barrage of challenges over their authority -challenges which, according to one of the most trusted legal minds in our industry, stemmed from a complete misuse of the Mems and Arts by the managing agent.

Letters from legal representatives went unanswered. Service charge demands continued to be issued despite explicit instructions to the contrary. Fire safety notices from local authorities were sat on for weeks. And perhaps most egregiously, communications were sent directly to leaseholders in an attempt to sow confusion and orchestrate a return to the status quo - a status quo that protected the agent, not the residents.

All of this was made possible by their strategic insertion into governance documents years earlier.

The Reputational Cost to the Sector

Our industry has fought hard to improve its image in recent years. Organisations like The Property Institute (TPI) and RICS have provided frameworks for professionalism and accountability. But all of that progress risks being undone when these manipulations continue unchecked.

For the majority of agents working hard to deliver responsive, ethical management, these stories create yet another uphill battle. Residents don't distinguish between good and bad agents when they feel ignored or powerless. They see "property management" as a whole. And when trust is eroded, everyone suffers.

What Needs to Change?

First, consultants advising developers during the build and pre-sales phase must act ethically. Managing agents engaged at this stage must resist the temptation to create governance structures that serve their long-term commercial interest over that of future residents. Ethical consultancy - focused on good governance, transparency, and leaseholder empowerment - must become the standard.

Second, the industry must confront the glaring fact that property management remains unregulated. In the absence of statutory oversight, should we now be asking: is it time to regulate? Is it acceptable for agents to write themselves into power with no checks and balances? If not, then the industry must introduce enforceable standards. Professional bodies like TPI must treat governance manipulation as a breach of conduct, and intervention must follow where agents abuse their influence.

Third, directors must be empowered. At BPM, we take our RMC Directors on the journey with us. From the outset, we provide every board with a customised Directors’ Handbook - outlining their legal responsibilities, reflecting the Mems and Arts and the lease, and offering guidance on good governance and best practice. Directors shouldn’t be left to navigate this alone - they should be supported to lead with confidence.

Finally, we must embrace a cultural shift. Property management must move away from contractual entrenchment and toward service-based trust. The best agents aren’t the ones who secure their tenure through technicalities, but those who retain clients by delivering on their promises. At BPM, we pride ourselves on being visible, hands-on, and proactive - offering true partnership, consistent accountability, and a tailored service that our clients can rely on.

Looking Forward

At this development, we are finally moving forward. Our focus is clear: safety, service and transparency. But let’s be honest - it should never have been this hard.

The question now is: how many more sites are still stuck in structures they didn't choose; with agents they can't remove?

If the property management industry wants to reclaim the trust of leaseholders and show that it can be a modern, ethical, and resident-focused profession, then it must confront these uncomfortable truths.

Because trust is not built by hiding behind articles of association. It's built by being present, accountable, and honest.

Christopher Wade, Director, BPM Limited