Who Manages What: From VCC to Rent to Repairs to Disputes

Investing through AireVest means you co-own a company that owns a property, while professional teams handle the heavy lifting. This article explains, in plain language, who is responsible for what at each stage: from the VCC (Variable Capital Company) and rent collection to repairs, disputes, and the final sale, plus how voting and decision-making work.

The Key Players (And What They Actually Do)

1. AireVest – Manager & Director

AireVest creates and administers each VCC, runs the investment campaigns, coordinates property acquisition, appoints professional managers, oversees reporting, and handles investor voting processes via the platform. It acts on behalf of the VCC under a dedicated Administration Agreement and Articles of Association.

2. The VCC – The Company You Co-Own

For every property, a dedicated VCC is set up. Once funding is complete, 100% of the shares in that VCC are issued to investors, in proportion to their investment. The VCC is the legal owner of the property and is the entity through which income, expenses, and distributions flow.

3. Property Manager / Project Manager & Contractors

• For rental strategies, a third-party Property Manager is appointed to handle leasing, rent collection, tenants, and routine maintenance under a Property Management Agreement.

• For Fix n' Flip, AireVest appoints a Project Manager and Contractor to deliver the agreed renovation scope and timeline.

4. Investors (You)

You:

• Own Investor Shares in the VCC

• Receive dividends and sale proceeds

• Vote on key decisions (strategy changes, large expenses, legal action, sale)

• Cannot take over day-to-day control but do shape milestones through structured voting.

Voting is one share = one vote, but no investor can hold more than 33% of the voting rights, even if they own more shares.

From Funding to VCC: Who Manages Setup and Governance?

1. Property selection & Investment Memo

• AireVest identifies a property, commissions an independent valuation, and prepares the Investment Memo (strategy, budget, funding target, risks).

2. Funding & VCC incorporation

• Once the Funding Target is reached, AireVest incorporates a VCC for that specific property and issues Investor Shares to investors.

3. Governance basics

• Articles and the Administration Agreement define roles:

  • AireVest administers the VCC.

  • Directors sign documents, manage compliance, and execute decisions.

  • Investors vote on key issues via the AireVest platform.

4. Your role as shareholder

• You agree not to seek direct control of the VCC, but instead exercise your rights through:

  • Share ownership

  • Voting on defined matters

  • Ability to appoint/remove directors via Simple Majority.

Rent, Cash Flows and Day-to-Day Operations

Once the property is acquired by the VCC, the operating engine kicks in:

AireVest (as Administrator) handles:

• Collection of rents into VCC or client accounts

• Payment of service charges, taxes, utilities, insurance, and other operating costs

• Payment of property management and other third-party fees

• Maintaining the VCC's books, regulatory filings, and financial reporting

• Calculating and distributing dividends to investors

Property Manager handles:

• Marketing the property and sourcing tenants/guests

• Signing and renewing leases (within approved strategy)

• Day-to-day maintenance and small repairs

• Dealing with tenants/guests, move-ins, move-outs

• First-line issue resolution (breakdowns, complaints, etc.)

You as Investor:

• See all income and expense flows on your dashboard (rents, fees, reserves, distributions).

• Receive dividends when there is distributable profit, after all associated costs.

Repairs, Maintenance and Capital Works: Who Decides?

The platform distinguishes clearly between routine maintenance and material costs:

1. Routine repairs and service charges

• Paid from operating income and reserve funds.

• Considered pre-approved and handled by AireVest and the Property Manager without needing a vote, as long as they stay within agreed budgets.

2. Reserve fund and operating reserve

• A Reserve Fund is included in transaction costs to cover ongoing maintenance and service charges; undrawn amounts are refunded at the end of the investment term.

3. Large maintenance / capex decisions

• Any single maintenance expense exceeding 5% of the original property price or causing more than 2 months without rental income requires investor approval via a vote.

• AireVest will present the proposed works, costs and impact; investors then vote (Simple Majority) on whether to go ahead.

4. Material Costs beyond income

• If a large cost (>5% of property price) can't be covered by current income, AireVest may temporarily pay it on behalf of the VCC, then recover it from future rents or additional capital, structured in a compliant way.

Disputes, Problem Tenants and Legal Action

When something goes wrong—non-paying tenant, breach of contract, or dispute with a third-party provider—AireVest and the Property Manager do the groundwork, but investors decide on big steps:

1. Rent arrears / defaulting tenant

• Property Manager first attempts amicable resolution and collection.

• If rent remains unpaid, investors are notified and AireVest proposes options (e.g., legal action vs. negotiated exit).

2. Voting on legal action

• To initiate legal proceedings against a defaulting tenant or third-party service provider, investors must approve via Simple Majority Vote.

• Legal costs are initially borne by the VCC; if reserves and income are insufficient, investors may need to fund them.

• If the court awards legal costs and unpaid rent, these amounts are reimbursed back into the VCC and ultimately to investors.

The idea: operational friction is handled by professionals; escalated, costly disputes go to investors for a majority decision.

Management Strategy, Holding Period and Exit: Who Decides What?

Management Strategy (Rent vs. Flip, Long vs. Short Term)

• Each property comes with a defined Management Strategy in the Investment Memo (e.g., long-term rental, short-term stays, Fix n' Flip).

• Changing the strategy or holding period generally requires a vote:

  • Change of Management Strategy – Simple Majority Vote

  • Modification of Holding Period – often a Special Majority Vote (75% of participating shares), especially where the change is material.

Sale Decisions for Regular Investments

For regular "hold and rent" properties, there are several paths to sale:

1. Investor-initiated Sale Request

• Any investor can send a Sale Request Notice (based on the latest valuation).

• AireVest then calls a vote; if a Simple Majority approves, AireVest seeks a buyer at ≥80% of the latest valuation.

• If an offer comes in, a further vote approves or rejects the final sale terms (per the thresholds in the T&Cs).

2. Threshold ROI reached

• If valuation shows ROI above the defined Threshold ROI (for example, >50% over original price), AireVest must initiate a vote to decide whether to sell. A Simple Majority can instruct AireVest to proceed with a sale.

3. End of Holding Period

• For some deals (e.g., earlier frameworks), sale at the end of the Investment Period can be subject to a vote; for others, sale at term end may proceed as set out in the Investment Memo, while investors still retain the right to initiate a sale vote during the period.

Sale Decisions for Fix n' Flip

For Fix n' Flip projects, decisions are slightly more automatic:

• If the Estimated ROI is achieved, the property may be automatically sold without requiring a vote; investors are notified and returns are paid out.

• If an attractive offer comes in before reaching target ROI, AireVest calls a Special Majority Vote (75%) to accept or reject the sale price.

• If the planned renovation period ends and target ROI still isn't achievable, AireVest may seek a Special Majority Vote to change the sale strategy (e.g., hold as rental instead of immediate sale).

Voting Mechanics: How Your Voice Is Counted

AireVest handles the mechanics; you handle the decision:

1. Voting Invitation

• Investors receive an email and platform notification with:

  • The subject matter

  • Supporting documents

  • Voting link and deadline

2. Who counts in the vote

• Only the votes actually cast before the deadline are counted.

• Non-responses are treated as abstentions and excluded from the total.

3. Thresholds

• Simple Majority Vote: >50% of the votes cast support the proposal.

• Special Majority Vote: at least 75% of the votes cast support the proposal.

4. Voting power

• 1 Investor Share = 1 vote, but no investor may exercise more than 33% of total voting rights, even if they own more shares. This keeps decisions diversified and avoids control by a single investor.

5. Binding effect

• Once a vote passes, all investors are bound by the result, including those who voted against or did not vote. This is what allows the VCC to act like a coherent, professional owner.

From Entry to Exit: The Big Picture

Putting it all together:

• AireVest structures the deal, forms and administers the VCC, appoints managers and runs the platform and voting.

• The VCC is the legal owner of the property, pays costs and receives income.

• Property Managers/Project Managers handle operations: tenants, rents, renovations, day-to-day maintenance.

• Investors co-own the VCC, receive dividends and capital gains, and vote on major decisions: large capex, legal disputes, strategy changes, and the sale of the property.

You are not expected to fix boilers, chase tenants, or negotiate with contractors. Instead, you focus on choosing strategies and deals, and on exercising your vote when the big decisions show up on your dashboard.