How to Form an RTM Company: Articles, Companies House and the First Steps

To set up an RTM company you register a private company limited by guarantee at Companies House whose articles of association are the prescribed RTM articles, naming the premises it will manage. That means filing a memorandum, a statement of guarantee and the prescribed articles, appointing at least one director (each of whom must now have verified their identity with Companies House), and paying the registration fee. Once incorporated, the company sets up its register of members and minute book, and its next step is the notice of invitation to participate.

This article covers England only. Wales has its own model articles and some different secondary legislation, and is not covered here. It is general information, not legal advice. For the whole Right to Manage process, from eligibility to the acquisition date, see how Right to Manage works; this article goes deeper on the first step only.

What is an RTM company in law?

Section 73 of the Commonhold and Leasehold Reform Act 2002 defines it. A company is an RTM company in relation to premises if it is a private company limited by guarantee and its articles of association state that its object, or one of its objects, is the acquisition and exercise of the right to manage those premises. The same section sets out when a company is not an RTM company:

• a commonhold association cannot be one (s.73(3));
• only one RTM company can exist for the same premises: a company is not an RTM company if another company is already the RTM company for those premises, or for premises containing or contained in them (s.73(4));
• an RTM company that acquires the freehold of the premises ceases to be an RTM company once the transfer is executed (s.73(5)).

The "one per premises" rule matters in practice. If a previous group of leaseholders formed an RTM company for your building and never dissolved it, a new company for the same premises is not an RTM company. Search the Companies House register for your building's name and address before you start.

Who can be a member?

Section 74(1) limits membership to two groups: qualifying tenants of flats contained in the premises, and, from the acquisition date, landlords under leases of the whole or any part of the premises. Before the acquisition date, therefore, the members are leaseholders only. Membership is not automatic for either group: under the prescribed articles a person applies in writing, agrees to contribute up to £1 if the company is wound up, and is registered once the directors are satisfied of their entitlement. Membership cannot be transferred, and joint leaseholders of one flat are jointly a single member.

Which articles must an RTM company use?

Section 74(2) requires the government to prescribe the form and content of RTM companies' articles. For England that is the RTM Companies (Model Articles) (England) Regulations 2009 (SI 2009/2767). Two features make them unlike ordinary company articles:

• Regulation 2 says the articles "shall take the form, and include the provisions" set out in the Schedule, and that those provisions have effect for an RTM company whether or not the company adopts them.
• Section 74(5) of the 2002 Act says any provision of an RTM company's articles has no effect to the extent it is inconsistent with the regulations, and section 74(7) disapplies the Companies Act 2006 default model articles. A set of standard Companies Act articles, or a solicitor's template for a residents' management company, is therefore the wrong document.

The prescribed articles fix, among other things:

• The name: article 2 reads "The name of the company is [name] RTM Company Limited", so the prescribed form ends in "RTM Company Limited".
• The premises: the articles define the Premises the company is established to manage, and article 4 states the objects as acquiring and exercising the right to manage the Premises in accordance with the 2002 Act.
• Membership (article 26), directors' powers and meetings (Part 2) and voting (article 33). Where no landlord is a member, each flat carries one vote. The 2025 amendment regulations (SI 2025/130), in force since 3 March 2025, limit the extra landlord vote to the freeholder and cap landlords' votes at one third of the votes exercisable by qualifying tenants.

Because older templates predate the 2025 amendment, work from the current revised text on legislation.gov.uk and fill in the bracketed parts (name, registered office and premises) yourself, rather than reusing someone else's articles.

How do you register an RTM company at Companies House?

At November 2026 Companies House lists three routes: its online service (£100), third-party software or a formation agent (£100 Companies House fee, plus whatever the provider charges), or the paper form IN01 (£124 by cheque; GOV.UK says postal applications take 8 to 10 days). The fees are from the Companies House fees page. Companies House describes its own online service as being for a private company limited by shares adopting model articles, which an RTM company is not. Form IN01 has options for a company limited by guarantee and for entirely bespoke articles. If you use software or an agent, check before you start that it can file a company limited by guarantee with the prescribed RTM articles rather than the standard model articles. The application includes, among other things:

• A memorandum of association signed by the subscribers (the people forming the company).
• A statement of guarantee instead of a statement of capital. Under section 11 of the Companies Act 2006 it states that each member undertakes to contribute up to a specified amount if the company is wound up while they are a member or within one year after. The prescribed articles set that amount at £1.
• The articles, in the prescribed RTM form.
• At least one director. Companies House does not require a company secretary.
• A registered office address in England and Wales, where the company's name must be displayed.
• People with significant control (PSC). You confirm these during registration. The PSC tests include holding more than 25% of the voting rights or the right to appoint or remove a majority of the board. An RTM company has no share capital, so the share test reads as a right to share in more than 25% of its capital or profits (Schedule 1A, paragraph 13(2), Companies Act 2006), but in a small building one member can hold more than 25% of the votes, so check the voting position rather than assume there is no PSC. The register can never be blank: if there is no PSC, the company records and reports that instead (PSC summary guidance).

Do directors need to verify their identity?

Yes. Under the Economic Crime and Corporate Transparency Act 2023, identity verification became a legal requirement on 18 November 2025, with a 12-month transition period for existing directors and PSCs. When you register a new company, Companies House asks for each director's personal code, which a director gets by verifying their identity, for example online through GOV.UK One Login or through an authorised agent (when you need to verify your identity). Each director only needs to verify once. Build this into your timetable: every volunteer director has to complete it before the application can go in.

What should the company do straight after incorporation?

Incorporation gives you a certificate of incorporation and a company number. Before the claim, put the company's basic records in order:

• Register of members. Section 113 of the Companies Act 2006 requires every company to keep one, with each member's name and address, the date they were registered and the date they ceased to be a member. Collect a signed membership application from each participating leaseholder and register them as the articles require. The member list feeds directly into the next notice.
• Minutes. Minutes of directors' meetings must be kept for at least ten years (s.248), as must records of members' resolutions and general meetings (s.355). Minute the decision to admit members and to give notices from the start, because a disputed claim can turn on what the company decided and when.
• The notice of invitation to participate. Under section 78, before making a claim the company must give this notice to every qualifying tenant who is not, and has not agreed to become, a member. It must name the existing members and either enclose the articles or say where they can be inspected and copied. The timing and the rest of the process are in how Right to Manage works.

Banking can wait until the claim is under way, but not long: see RTM company bank accounts for what accounts you need and which banks accept a company limited by guarantee.

What are the ongoing company obligations?

• Confirmation statement at least once every 12 months, filed within 14 days of the end of the review period. At November 2026 the fee is £50 online and £110 on paper.
• Annual accounts every year, even before the company manages anything. A company can file micro-entity accounts if it meets any two of: turnover of £1,000,000 or less, £500,000 or less on its balance sheet, and 10 employees or less. A company with no significant transactions in the year is dormant, and Companies House filing fees do not count as significant transactions. Once the company is collecting and spending service charges it will not be dormant, so take accounting advice on the right form of accounts (micro-entity, small and dormant companies).
• Registers kept up to date: members joining and leaving as flats change hands, directors, and PSCs, with changes notified to Companies House where the law requires.

Directors taking over an existing RTM company should also read taking over as an RMC or RTM director.

What formation mistakes cause trouble later?

• The wrong articles. Standard Companies Act articles, or articles from a residents' management company, do not meet section 73(2)(b) or the prescribed form. Section 74(5) and regulation 2 may supply the prescribed provisions regardless, but adopting the wrong articles invites a dispute about whether the company is an RTM company at all, and for which premises.
• The wrong premises description. The company is an RTM company only for the premises its articles name. A description that leaves out a block, or takes in a neighbouring building that does not qualify, can undermine the claim. Check that the premises qualify first with the RTM eligibility checker, then describe them precisely.
• Not offering membership to every qualifying tenant. Every qualifying tenant who is not already a member must receive the section 78 notice. Work from an up-to-date list of every flat and its leaseholder, and keep evidence of when and how each notice was given.
• An earlier RTM company for the same premises. Under section 73(4) a second company for the same premises is not an RTM company. Check the register first.
• Directors who have not verified their identity. Without each director's personal code, the registration cannot be completed.

References

• Commonhold and Leasehold Reform Act 2002, section 73 - what an RTM company is
• Commonhold and Leasehold Reform Act 2002, section 74 - membership and articles
• Commonhold and Leasehold Reform Act 2002, section 78 - notice of invitation to participate
• RTM Companies (Model Articles) (England) Regulations 2009 - the prescribed articles
• RTM Companies (Model Articles) (England) (Amendment) Regulations 2025 - landlord voting changes from 3 March 2025
• Companies Act 2006, section 11 - statement of guarantee
• GOV.UK: register your company
• Companies House fees
• Verify your identity for Companies House
• GOV.UK: confirmation statement

Marklet is Right to Manage software for RTM companies, keeping issues, service charges, Section 20 consultations and managing-agent emails in one record.