Any Company Law Experts Here ?

Baron Pepperpot said:

Hello everyone,

I help run a small community group that is a company limted by guarantee with 1 member and 3 directors (including said member)

When we were incorporated, so as to get up and running, we simply adopted the Model Articles of Association.

We do need to change this though as we want to apply for funding to sustain our immediate future and grant making bodies require a more bespoke set of articles.

My idea for now would be to create a new set of articles which is basically adding clear aims and objectives to the present set and showing us to have a more restrictive mandate, and reflecting our intentions as a community group.

One application deadline is not too far away and we need to get this done quickly.

What is the process for us filing a new set of Articles ?

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Adders1 said:

Need to file a special resolution, shouldn't be a problem, the limited by guarantee status doesn't affect your status as a small company, so this should help: http://www.bis.gov.uk/files/file42261.pdf (page 5 onwards)

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Lord Bracknell said:

It sounds like you need to be looking at some of the model articles of association that have been specifically developed for community based organisations, rather than 'regular' companies - for example, if you are a not-for-profit group, this needs to be explicitly stated, and you need to ensure that there is appropriate provision for disposing of the assets properly, should the organisation decide to wind itself up; and if you have charitable objectives, these need to be defined clearly (even if you decide not to register formally as a charity).

This might be a place to start looking:-

http://www.navca.org.uk

They have published a series of on-line podcasts which may help:-

We have developed a model Memorandum and Articles of Association (mem and arts) for local support and development organisations which is fully compliant with the Charities Act 2011 and the Companies Act 2006, and approved as a charitable model by the Charity Commission.

The Charities Act 2011 was a consolidation Act, which brought together various Acts, including Charities Act 1993 and Charities Act 2006. This did not alter the law, just brought exisitng legislation together in one law. We have updated the models to refer to the new section and clause references. The podcasts and other supporting information refer to the previous acts in places. The correct reference would now be to the Charities Act 2011. All other information is however correct.

We strongly recommend that local support and development organisations are incorporated as a company, as well as having charitable status. Unlike unincorporated organisations, a company has a separate legal existence from its members. This means that the company can employ staff, own property, enter into contracts, and sue or be sued in the courts, rather than individual management committee members being personally responsible for these functions.

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Baron Pepperpot said:

I have downloaded model articles for a community interest comapny which I can adapt. Later on we can work on issues such as membership and AGM's etc. I think the most important issue at the moment is to show a more narrow and defined set of objectives.

Do you know what the documentary process for passing a special resolution is ? I suppose if we have only one member-and they pass it-then voting isn't needed !

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Lord Bracknell said:

I know what the process is in the organisation where I am Company Secretary (an Industrial and Provident Society, rather than a CIC). It's set out in the Company's Rules (which are the equivalent of Articles of Association in other forms of company). All we have to do is convene a general meeting of members (in accordance with our rules, of course), pass a resolution that changes the rules, and then notify the FSA (or whatever it's now called) in a form that satisfies them. What do your existing Articles of Association say?

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Lord Bracknell said:

If, as you say, it's a "community group", how can other members of the community join it?

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