01 · FrameworkThe four-body framework, who is who in a London leasehold block
A London block of flats rarely has one single person in control. In the most common pattern, the freeholder owns the reversion, a Resident Management Company (RMC) holds the common-parts repairing obligation, a Right-to-Manage (RTM) company may (or may not) have stepped in to take over management, and a managing agent runs the day-to-day operations. The statutory compliance framework, Fire Safety Order, Building Safety Act, Landlord and Tenant Act, allocates the duty to the person in control, but exactly who that person is depends on the specific leases, any RTM claim, and the management agreement.
The two load-bearing statutory roles are the Responsible Person under the Regulatory Reform (Fire Safety) Order 2005 (as amended by the Fire Safety Act 2021 and s.156 Building Safety Act 2022) and, for Higher-Risk Buildings, the Accountable Person under the Building Safety Act 2022 Parts 3 and 4. Both are defined functionally, whoever has control of the common parts, whoever has a repairing obligation, not by formal title. An RMC that has taken on the repairing covenant is a Responsible Person; an RTM company that has acquired the management functions is an Accountable Person in an HRB. Multiple duty-holders in the same building must identify each other and co-operate under s.156 BSA 2022.
Behind the statutory framework sits the body of leasehold law: the Landlord and Tenant Act 1985 for repairing covenants and service charges, the Landlord and Tenant Act 1987 for right-of-first-refusal and appointment of managers, and the Commonhold and Leasehold Reform Act 2002 Chapter 1 of Part 2 for the Right-to-Manage regime. Add the Leasehold and Freehold Reform Act 2024 (commencement phased 2024-26) and the emerging leasehold-reform proposals, and block management sits across roughly a dozen overlapping pieces of primary legislation. The block-compliance fundamentals article covers the compliance-stack side; this article decodes the duty-holder-allocation side.
Where the managing agent sits
A managing agent is a contractor, not a duty-holder. It discharges work under a management agreement with whichever body holds the statutory duty (freeholder, RMC or RTM). A managing agent cannot be the Responsible Person or the Accountable Person. A management agreement that says otherwise has no effect on the statutory position, the duty stays with the client. Good agents state clearly which duty-holder they are representing and the scope of delegated authority; ambiguity creates exactly the kind of co-operation failing that s.156 BSA 2022 was designed to address.
02 · FreeholderThe freeholder, historic default, still the residual duty-holder
The freeholder owns the freehold reversion of the building and is, in the absence of a statutory transfer, the default compliance duty-holder. In many older blocks the freeholder retains the common-parts repairing obligation expressly under the leases; in newer developments the freeholder often grants a head-lease or parallel structure to an RMC, transferring the repairing obligation and with it the compliance role.
Responsible Person (FSO 2005)
If holds repairing obligationThe freeholder is a Responsible Person under Article 3 of the Fire Safety Order 2005 where it has the repairing obligation for the common parts. Typically means writing the FRA, recording the fire-safety arrangements document, and delivering the five s.156 duties (record, arrangements, co-operate, hand over, inform residents).
Accountable Person (BSA 2022)
HRB onlyFor 18 m+ / 7-storey+ buildings with 2+ residential units, the freeholder with the repairing obligation for the structure and exterior is the Principal Accountable Person. Registers the building, prepares the Safety Case Report, maintains the Golden Thread, obtains the Building Assessment Certificate. See the BSA s.156 and HRB guide.
Section 11 repairing covenant
Implied by statuteLandlord and Tenant Act 1985 s.11 implies a repairing covenant on leases under seven years covering structure, exterior, sanitary installations and utilities. Long leases typically have express covenants that go further. The freeholder's obligation extends to the common parts under most conventional lease drafts; ambiguity is resolved by the First-tier Tribunal.
Service-charge regime
L&T Act 1985 ss.19-21Freeholder must hold service-charge monies on trust (s.42 L&T Act 1987), only recover costs that are reasonably incurred (s.19), issue demands within 18 months (s.20B), and consult leaseholders on qualifying works over £250 per leaseholder under s.20. Failure to consult caps the leaseholder contribution at £250 regardless of actual cost.
In a block where the freeholder holds all the active compliance obligations and there is no RMC or RTM, the picture is simple: freeholder is the Responsible Person, freeholder is the Accountable Person if HRB, managing agent operates under the freeholder's authority. Most complications arise when an RMC or RTM company inserts a second duty-holder into the picture.
03 · RMCRMC, the developer-set resident company
A Resident Management Company (RMC) is a company limited by guarantee or by shares, typically incorporated by the developer at the start of a new block's life. Leaseholders are shareholders or members; the RMC is named in the leases as the party with the common-parts repairing obligation and the right to demand service charges. The freeholder retains the reversion but has stepped back from active management by design.
In compliance terms, an RMC that holds the common-parts repairing obligation is functionally the Responsible Person under the Fire Safety Order 2005 and, if the building qualifies, an Accountable Person under the Building Safety Act 2022. The freeholder may be a co-Responsible Person where any repairing obligation is retained (typically for structure and exterior), triggering the s.156 BSA 2022 co-operation obligations between the two bodies.
RMC as RP / AP
If holds repairing obligationWhere the RMC holds the common-parts repairing obligation under the leases, the RMC is a Responsible Person under the Fire Safety Order 2005. For HRBs, the RMC is an Accountable Person under the Building Safety Act 2022; if the freeholder retains repairing obligations for the structure, both bodies are APs and one is identified as the Principal Accountable Person.
Service charges through the RMC
L&T Act 1985 + 1987The RMC collects service charges under the leases, holds them on trust under s.42 L&T Act 1987, and applies the s.19-21 reasonableness and consultation framework. The RMC must run qualifying Section 20 consultations for works over £250 per leaseholder; failure caps leaseholder contributions.
Directors' duties
Companies Act 2006RMC directors owe the usual statutory directors' duties under the Companies Act 2006 (act within powers, promote company success, exercise reasonable care, skill and diligence, avoid conflicts). For fire-safety duties, the Responsible Person position sits with the company, not individual directors, but directors can face personal consent/connivance liability under the Fire Safety Order for serious breaches.
Relationship with freeholder
Depends on leasesThe split of duties between RMC and freeholder turns on the specific leases. Common patterns: RMC runs common parts; freeholder retains structure and exterior. Or RMC runs everything inside demise boundaries; freeholder only engages on ground-rent collection and extension/enfranchisement. Where both are RPs, the s.156 BSA co-operation duty applies.
04 · RTMRTM, the statutory right to take over management
The Right to Manage regime sits in Chapter 1 of Part 2 of the Commonhold and Leasehold Reform Act 2002, sections 71-113. It gives qualifying leaseholders the right to establish an RTM company and acquire the management functions from the freeholder without paying for the privilege, a statutory no-fault transfer. The RTM company takes over the day-to-day management; the freeholder retains ownership of the reversion.
Qualifying criteria
CLRA 2002 s.72-75Building must be predominantly residential (75%+ residential floor area), have at least two flats, and have at least two-thirds of flats held on long leases (21+ years). At least 50% of qualifying tenants must participate. Certain excluded buildings (PRS-only, mixed-use with high commercial content, buildings with resident landlords in 2-flat conversions) cannot use the RTM regime.
Claim Notice procedure
s.78-79 CLRARTM company incorporated (company limited by guarantee); qualifying-tenant Claim Notice served on the freeholder and any other landlord. Freeholder may serve a Counter-Notice within 1 month. Disputes resolved by the First-tier Tribunal (Property Chamber). Management functions transfer on the "acquisition date" specified in the notice, typically 3+ months after the Claim Notice.
What transfers
Management functions onlyThe RTM acquires the management functions: the right to collect service charges, commission repairs, administer the block. The freeholder retains ownership, ground-rent collection, enfranchisement rights, and consent-to-alterations discretion. Critically, the RTM becomes the Responsible Person under the Fire Safety Order for the common parts, and an Accountable Person under the Building Safety Act for the parts it has taken on.
Handover obligations
s.92 CLRA + s.156 BSASection 92 CLRA 2002 requires the outgoing manager (freeholder or its agent) to provide the RTM company with information reasonably required. Section 156 BSA 2022 amendments to the Fire Safety Order require the outgoing Responsible Person to share fire-safety information with the incoming RP. In practice: current FRA, arrangements document, compliance certificates (alarm, EL, LOLER, EICR), Golden Thread for HRBs, incident records, resident-engagement strategy.
The compliance disaster most commonly happens at handover. Freeholder assumes the RTM will pick up where they left off; RTM assumes the freeholder has left everything in order; neither checks against the s.156 BSA information-sharing standard. Six months later, the FRA is expired, the alarm contract has lapsed, and the new Responsible Person is in breach, of duties they did not know had just moved.
05 · MatrixThe duty-allocation matrix, who owes what
The table below is the practical allocation matrix across the four body types and the main statutory duties. Read the columns as "does this body hold this duty by default?"; the answer is often "yes, if the repairing obligation sits with them under the leases", which is why every block needs a lease review at the start of a management engagement.
| Duty / role | Freeholder | RMC | RTM | Managing agent |
|---|---|---|---|---|
| Responsible Person (FSO 2005) | Yes if holds repairing obligation | Yes if holds repairing obligation (typical) | Yes for common parts post-acquisition | No, contractor, not RP |
| Accountable Person (BSA 2022) | Yes if HRB with freeholder repairing obligation | Yes if HRB and RMC has repairing obligation | Yes for HRB common parts post-acquisition | No |
| Service-charge administration | Yes unless RMC / RTM holds function | Yes by design in most RMC structures | Yes post-acquisition | Yes but as agent of a duty-holder |
| s.20 consultation | Yes if freeholder is the "landlord" under the leases | Yes where the RMC is the contracting body | Yes post-acquisition | No, consults on behalf of duty-holder |
| Ground rent | Yes, retained by freeholder | No | No, freeholder retains | No |
| Enfranchisement and extensions | Yes, respondent to extension / RTE claims | No | No, freeholder respondent | No |
The practical inference: the Responsible Person and Accountable Person can travel with any structural change in the block's management. The freeholder stays in the picture for ground-rent and enfranchisement-related matters even after an RTM acquires management functions. The managing agent never holds the statutory duty, whichever body it represents.
06 · Worked exampleRTM takeover, 12-week compliance handover
1990s 48-flat 4-storey block, Lewisham SE13, leaseholders establish RTM company
A 48-flat 4-storey block in Lewisham SE13 has been managed by the freeholder's in-house team for twenty years. Leaseholders have been unhappy with service-charge inflation and slow repair response. Sixty percent of qualifying leaseholders establish an RTM company and serve a Claim Notice on the freeholder. Sub-threshold for HRB (under 18m); Fire Safety Order duties apply; LOLER lifts; communal heating. Here is how the compliance handover runs.
- Week 1 (before Claim Notice) · Lease and company setup. RTM company incorporated (limited by guarantee); memorandum and articles match CLRA-model forms. Leaseholder participation confirmed at 60%; qualifying-criteria check passed.
- Week 2 · Claim Notice served. CLRA 2002 s.79 Claim Notice served on freeholder (landlord) and any other landlords. Acquisition date specified as 3 months after service. Freeholder has 1 month to Counter-Notice.
- Week 6 · Counter-Notice deadline. Freeholder does not Counter-Notice; acquisition proceeds on the date in the Claim Notice. First-tier Tribunal not engaged.
- Week 7 · Outgoing information request. RTM directors invoke CLRA 2002 s.92 and Fire Safety Order s.156 BSA 2022 amendments, requesting: current FRA + arrangements document; alarm, emergency-lighting, LOLER, EICR, gas, Legionella certificates; asbestos register; insurance policy; service-charge accounts; planning history; resident-engagement evidence.
- Week 8 · Handover file received. Freeholder's outgoing managing agent provides the file. RTM directors appoint a block-management consultant (independent of the new agent) to audit: is the FRA current? Are the certificates in date? Are there open Improvement Notices?
- Week 9 · Gap analysis. FRA due for review in 60 days (pre-existing cadence). EICR 4 years old (year 5 renewal in 12 months). Emergency-lighting log book present but missing two most recent tests. LOLER examinations current. Legionella RA over two years old. Asbestos survey current.
- Week 10 · New managing agent appointed. RTM directors appoint a new managing agent under a contract that clearly states: agent represents the RTM company (not the freeholder); scope of delegated authority specified; s.156 BSA co-operation reporting required to the board at each meeting.
- Week 11 · Gap-closure work commissioned. New FRA commissioned ahead of expiry. Legionella RA refreshed. Missing EL tests carried out. Compliance calendar published to all leaseholders.
- Week 12 · Acquisition date. Management functions formally transfer to RTM. New agent starts operations. RTM is now the Responsible Person for the common parts; freeholder retains ground rent and extension/enfranchisement rights. Compliance file audit-clean from day one.
- Week 13+ · First quarter of operation. First service-charge demand issued under RTM signatures; first Section 20 consultation noticed for the external redecoration cycle; first board meeting reviews the compliance calendar. Transition complete.
12 weeks, clean handover
An organised RTM acquisition with a proper s.92 / s.156 information handover delivers a clean compliance transition in 12 weeks. A scramble transition without the information handover leaves the RTM directors in breach on day one of duties they did not know had just moved to them, the single most common compliance failure in London block management.
07 · FAQsQuestions block duty-holders keep asking
What is the difference between a freeholder, an RMC and an RTM company?
The freeholder owns the freehold reversion. An RMC is a company incorporated by the developer at the start of the block's life, owned by leaseholders, with management obligations built into the leases from day one. An RTM company is a statutory vehicle under CLRA 2002 that leaseholders can establish to take over the management functions from the freeholder without any payment, subject to qualifying criteria. Each structure allocates the compliance duty slightly differently, and the exact allocation turns on the specific leases and company articles.
Can leaseholders force the freeholder out?
Not the freehold ownership itself, but leaseholders can take over the day-to-day management. Under Chapter 1 of Part 2 of CLRA 2002 (sections 71-113), qualifying leaseholders may establish an RTM company and serve a Claim Notice on the freeholder. Provided the building qualifies (predominantly residential, at least two flats, two-thirds of flats on long leases, at least 50% leaseholder participation), management functions transfer on the date in the Claim Notice. The freeholder retains ownership; the RTM acquires management.
Who is the Responsible Person under the Fire Safety Order?
In a block the Responsible Person is any person who has control of the premises in the course of a trade or undertaking, or who has a repairing obligation for the common parts under a lease. The freeholder is typically an RP by virtue of the reversion; an RMC or RTM that has taken over common-parts repairing is also an RP for those parts. A managing agent is never the RP. Multiple RPs must co-operate under s.156 BSA 2022 amendments.
Who is the Accountable Person under the Building Safety Act 2022?
The Accountable Person under s.72 BSA 2022 applies to Higher-Risk Buildings (18m+ / 7 storeys with 2+ residential units). An AP is the person who owns the freehold or has a relevant repairing obligation for the structure, exterior or common parts. Many HRBs have multiple APs; one is identified as the Principal Accountable Person, usually the AP with the repairing obligation for the structure and exterior, or the freehold owner where no such lease exists. An RTM company is an AP for the parts it has taken on.
Does the managing agent bear the statutory duty?
No, a managing agent is a contractor, not a duty-holder. The statutory duty under the Fire Safety Order (RP), the Building Safety Act (AP), or the Landlord and Tenant Act (service-charge and Section 20 consultation) sits with the freeholder, RMC, RTM company or head-lessee. An agent performs compliance work under the duty-holder's authority; a failed agent faces contract claims and sectoral sanctions, but the statutory duty stays with the client. Clear management agreements specifying which duty-holder is represented are essential.
How does a compliance handover work when control changes?
Under Section 156 BSA 2022 amendments, an outgoing Responsible Person must share relevant fire-safety information with any incoming RP. Applies on freehold sale, RTM acquisition, change of managing agent, and any duty-holder transfer. The practical minimum: current FRA + arrangements document, compliance certificates (alarm, EL, LOLER, EICR, gas), Golden Thread for HRBs, incident records, resident-engagement strategy. For RTM acquisitions, s.92 CLRA 2002 additionally obliges the outgoing manager to provide relevant information.
Lease review, duty-holder audit, s.156 handover pack, full compliance programme
HSE runs the block compliance programme against the specific duty-holder structure on your block. Lease review at the start; FRA, alarm, LOLER, EICR, Legionella delivered against a live 12-month calendar; s.156 BSA handover pack ready for any change of duty-holder.
08 · Where to go nextTwo practical follow-ups
If duty-holder allocation is the part of block management you are closest to right now, these are the two reads that close the loop.
First, the Block Management Compliance Fundamentals article, the 12-minute operational reference for the full four-discipline block compliance stack. This article covers who holds the duty; that article covers what the duty actually is.
Second, subscribe to The HSE compliance briefing. One email a month covering leasehold and block-management regulatory updates. When the Leasehold and Freehold Reform Act 2024 commences further provisions, or a Building Safety Regulator decision sets a precedent on AP allocation, you will hear it from Kevin within the week.
HSE service for this topic
Block compliance partner · fixed scope
Lease review, duty-holder audit, s.156 BSA handover pack and the full 12-month compliance programme, delivered under a management agreement that makes duty-holder allocation explicit.