Register a new non-profit company with Coddan London based non-profit business start-up agent, the cost of registering a company limited by guarantee starts from £39.49, you can register a new company limited by guarantee with us within 1-3 hours. Non-profit companies formation in the UK: the quality of company limited by guarantee registration services and clients fulfillment is even more crucial than straightforward purchases! First-rate bespoke none-for profit company registration deals and post-formation support, by adorable non-for-profit business start-up consultants, for the local and international entrepreneurs - no cheapest and no high fees to incorporate a company limited by guarantee, no advertising offers, no masked deals, no undisclosed bills, no repayments offers for anything, including the bank account! All you need to register a company limited by guarantee is just couple minutes away!
The benefits of a non-profit company registration in the UK: companies limited by guarantee (non-for profit entities) are attractive because they give members the same protection as that enjoyed by a limited company, while offering a number of tax advantages and business benefits too. Forming a company limited by guarantee - at Coddan Formations Agency, the non-profit business incorporation team has the necessary expertise not only to register your company limited by guarantee; but also to ensure you receive a post-incorporation service that will serve you and your interests in the longer term for the advantages of your clients and your business. How much does it cost to register a company limited by guarantee? Once again, the company limited by guarantee formation price starts from £ 39.49!
NO HIDDEN CHARGES
This nonprofit company registration is for local customers who have their own address somewhere in the UK, and who want to keep the company limited by guarantee registration process fast and simple.
The accompanying documents will be sent by means of e-mail upon the formation of a limited by guarantee company:
NO HIDDEN COSTS
This company limited by guarantee registration is for people who need the essential non-profit company start-up in addition to extra documentation sent by post and provided by e-mail.
The company limited by guarantee registration packages includes all that is mentioned in the first alternative, in addition to:
NO HIDDEN FEES
This proposal is for consumers who want all the typical trappings of formal company limited by guarantee registration with great bound documents.
This package covers the benefits of all non-for-profit company formation cited in the previous alternatives, in addition to:
ANNUAL FEES FROM £75.00
This proposal of a new company limited by guarantee registration package is for local consumers, who want to register a company limited by guarantee with the legal address in Central of London.
This company limited by guarantee registration offer combines all incorporation advantages described in both the first and second alternatives, with the expansion of:
ANNUAL FEES FROM £105.00
This UK company limited by guarantee registration proposal is for international consumers that comes with the address of the registered office in London for one year. The secretarial compliance service for one year is also included.
The accompanying items are included in this company limited by guarantee formation offer:
ANNUAL FEES FROM £455.00
This is one of the most favorite British non-profit organization registration packages for non-UK customers, who wish to delegate a nominee director in order to keep up the anonymity, and free interview.
The offer of this non-profit business registration includes all services mentioned in the first alternative, in addition to the accompanying:
ANNUAL FEES FROM £605.00
This is one of the most famous non-profit organisation registration packages for non-UK customers, who wish to select a nominee member as an addition to the nominee director, and free consultation.
This non-profit company formation offer includes all services mentioned in the second choice, and in addition to:
ANNUAL FEES FROM £605.00
This is the most optimal non-profit company registration package in the UK market for such non-UK customers, who wish to legalise all corporate documents by a notary public and certify them by the apostille stamp.
This company limited by guarantee registration offer includes all services mentioned in the third option, plus:
ANNUAL FEES FROM £75.00
This non-profit company incorporation package comes with the registered office address in London and the company's secretarial compliance service.
The following items are included in to this non-profit company incorporation:
ANNUAL FEES FROM £125.00
This not-for-profit company creation package comes with the registered office address in Liverpool and the company's secretarial compliance service.
The following items are included in to this not-for-profit company establishment:
ANNUAL FEES FROM £125.00
This company limited by guarantee registration package comes with the registered office address in Manchester and the company's secretarial compliance service.
The following items are included in to this company limited by guarantee set-up:
ANNUAL FEES FROM £125.00
This company limited by guarantee formation package comes with the registered office address in Edinburgh and the company's secretarial compliance service.
The following items are included in to this company limited by guarantee registration:
With Coddan Formations Agency, it is simple to register a company limited by guarantee in the UK. Only one person is needed to register the guaranteed company in United Kingdom. If you require formation of a company company limited by guarantee, we can help with all your needs by providing business address for your limited by guarantee company in the capital city of the United Kingdom, and certify non-for-profit company documents by an apostille stamp. To register a company limited by guarantee, we do not use the standard model articles company limited by guarantee, we registering companies limited by guarantee by using our own special drafted articles for the limited by guarantee company.
Company limited by guarantee formation in London, Edinburgh, Glasgow and Belfast : when you register as a non-profit company, you receive the same benefits as a limited company, as well as a host of other business and tax advantages. As a company limited by guarantee, your business is able to trade, hold shares of other profitable limited companies and re-sell, but members have minimised liability for debts, so they increase the protection of their personal assets.
Company limited by guarantee registration in across the United Kingdom: a company limited by guarantee is a suitable structure for a variety of businesses - from clubs to professional associations - particularly those where the members are not actively involved on a daily basis. It is a flexible option with informal organisation, where members can leave as and when they need to. If you need an assistance with a non-profit company start-up in England, Wales, Scotland or in Northern Ireland, you can also speak to our business start-up advisors between 9.30am-6.00pm Monday to Friday by telephoning + (0) 207.935.5171 or + (0) 330.808.0089 (national rates).
While we have tried to include the majority of customer new limited by guarantee company registration requirements identified by our many years of managing the non-profit company setting-up needs of both UK and non-UK residents, there may be company limited by guarantee startup requirements that you need in addition to these. Often these are tax, additional corporate or ownership documents required in your home country to avoid any double taxation risks.
If you wish to registeer a non-profitable company, we can help - at Coddan we are happy to discuss any specific company limited by guarantee formation requirements no matter how complex and our considerable experience of dealing with registration of a company's limited by guarantee & governments across the globe allow us to give accurate advice how to establish a non-profit company online in the majority of cases.
** For exclusively tailored UK company limited by guarantee formation (with guaranteed business bank account with Barclays, RBS, Lloyds or in Switzerland, Malta and Saint Vincent, registered office address service in London or Scotland, VAT registration, non-profit company legal & business service address, SAIL address, director service address, nominee director and nominee secretary, etc.), please contact us to confer your incorporation requirements & obtain the estimate of company limited by guarantee formation costs.
Sameday non-profit company formation: a company limited by guarantee is an alternative way to structure your business and has many advantages over a self-employed or traditional partnership if used correctly. Therefore, if you are thinking of UK non-profit company registration, get in touch with Coddan Formations Agency for help and advice and ask about our new UK non-profit company startup package that saves you money. A limited by guarantee company refgistration is not complex to setting up than a partnership, and there are additional costs involved, so it might not be the most effective structure for everyone. However, if you are thinking of a non-profit company establishment and get help, and then get in touch with Coddan for expert limited by guarantee company registration advice. If you need an assistance with registration of a private company limited by guarantee in UK, you can also speak to our business advisors between 9.30am-6.00pm Monday to Friday by telephoning + (0) 207.935.5171 or + (0) 330.808.0089 (national rates).
What type of organisations should register as a company limited by guarantee? A company limited by guarantee does not have shareholders; instead it has has members who act as guarantors. However, there is one crucial protection for those involved: if the organisation fails and goes on to run up debts, the members can't be held personally liable.
This explains why guarantee company registration is particularly valuable for non-commercial organisations which aren't seeking to make money. If the group's purpose is charitable or community-focused, or it exists to provide social benefit, then it will be seeking to reinvest any surplus income, rather than distribute it in the form of profit. For that reason, it would be very unfair if its members had to shoulder additional financial responsibilities.
Guarantee company formation will benefit a wide range of clubs, co-operatives, social enterprises, community projects, membership organisations and charities. Setting up as a company limited by guarantee establishes a legal structure for the group and helps to protect its assets. The members involved agree how much they would be willing to contribute towards any debts - and that is the full extent of their liability. Often the amount guaranteed is nominal, perhaps a couple of pounds per person.
Private companies limited by guarantee and Coddan Formations Agency: the question: what do BUPA, UKIP and your local non-league football club have in common?
Answer: they're all private companies limited by guarantee.
A private company limited by guarantee is an alternative legal structure mainly used by non-profit organisations. Coddan have specialists dealing in company limited by guarantee formation and company limited by guarantee registration - be sure to get in touch with us when you're ready to incorporate.
The types of organisations that are most likely to be private companies limited by guarantee include sports clubs, membership bodies, student unions, social enterprises and workers' cooperatives.
The major difference between private companies limited by guarantee and standard limited companies is that there is no share capital and no shareholders. Instead there are guarantors. These guarantors are normally liable for a small amount should the company wind up for any reason. This structure acts as a protection to the people running the company as they're not held personally responsible for the company's debts.
The "shareholders" in private companies limited by guarantee are called "members". Members attend general meetings and vote. Members can appoint or remove directors. Directors carry out the wishes of the members meaning than the members are ultimately the people who control the company.
A private company limited by guarantee is not forbidden from distributing any profits it makes but, in most cases, a company's own articles of association prevent it from doing so. Many articles also stop payments of salaries and fees to the directors.
Are you looking for a quality information & practical guidance regarding how to start your own non-profit business in the United Kingdom, how to register your new private company limited by guarantee, how-to setting-up and running your non-commercial business? How to select the best type of a business registration form, how to incorporate a company limited by guarantee & need a small non-for profit business start-up advice?
Do you need a UK non-profit company formation agent, with the prompt service and an expert advice from the well-qualified professionals whose complementary skills and long experience enable them to deliver the quality service to the UK and international customers on the areas of a new company limited by guarantee formation, auditing, bookkeeping, accounting, taxation, corporate management consulting, business maintenance services, trusts' administration, offshore companies incorporation service, liquidation, insolvency and limited by guarantee companies recovery?
Are you looking to register an RTM (right to manage company) or CIC (community interest company) in England, Scotland, Wales or Northern Ireland? Do you want to register a company limited by guarantee in London, Belfast, Edinburgh, Manchester, or Sussex? Do you have an idea for starting a new non-for profit business in the Great Britain, and want to register a company without of share capital or create a new non-profit business entity now? On our web-site, you can get all information on choosing and registering the right legal structure for your business, legal tips on day-to-day business operations, & an overview of the employment law issues, and much more.
If you have an idea for starting a charitable business in the UK, forming a charity company online, becoming a small association, right to manage business, property management company or a flats management enterprise, or registering as a community interest company - we can assist you and provide the higher standard of support for starting-up a non-profit business & registering a company limited by guarantee online, directly from the ground up. The better the non-profit company's structure is prepared upon registration, the better results be achieved later.
Coddan provides legal support, business and tax advice on all companies secretarial and management matters, including the non-profit company formation and charities tailored to suit our clients ' requirements. Allow us to help you to register your private company limited by guarantee and get it running, to select the best business structure for the incorporation, or fixed fee company formation with Companies House and accountancy service in London. If you require initial guidance from Coddan, then call us to book a meeting at our office permission.
Our corporate specialists advise on all aspects of a non-profit company formation, constitution and on-going governance issues. Coddan aims to help get you ready to register your company limited by guarantee or CIC (limited by guarantee or by shares), RTM companies as quickly and the cost-effective as possible.
It is our job to assist in evaluating the options available at the beginning. In addition, we offer services regarding the formation of non-profit entities in the UK, EU, and offshore countries - register your non-profit company limited by guarantee with us, and enjoy the full support of the excellent & fully trained corporate team of Coddan.
Not for profit organisations, such as charities, museums and environmental groups, reinvest any revenues back into the business to meet their objectives or mission statement, rather than dividing it up as profit for shareholders. Each not for profit in the UK is a company limited by guarantee, a status which allows for greater transparency and credibility - you're able to open up your own company bank account once you're registered, for example. If you're interested in company limited by guarantee registration for your non-profit organisation, please contact the friendly team at Coddan today.
Registering a company limited by guarantee is simple; there are few requirements. All you need is a company name, an address, the name of a director and a guarantor, three trustees and one or more member. You'll also require a memorandum of association and articles of association, which act as rules, governing how the not for profit organisation is run and what happens to any revenue generated, for example. Once you have all of the above, there's no reason why you can't get started on registering as a company limited by guarantee right away.
At Coddan, we can help with company limited by guarantee formation, providing your non-profit organisation with a comprehensive service, so you can keep promoting your cause in the hope of making a difference. To enquire about our non-profit companies formation packages, including our post-formation service, which covers you in the long-term, please call 0207 935 5171 or email firstname.lastname@example.org today.
Our team of tax-advisors and non-profit entities incorporation consultants will be pleased to assist with your enquiries related to establishing & maintaining the companies limited by guarantee or creating more complex corporate non-profit associations & the tax-savings non-commercial or charitable business structures.
On our web-site, you will find the number of useful tips and legal information, downloadable documents, which may help you to learn what to take into consideration when deciding among private companies limited by guarantee formation, setting-up of non-profit firms, registering as charitable' companies, establishing a RTM companies and other business structures, such as CIC companies limited by guarantee.
Our great value the UK non-profit company formation price starts from just £39.49, we consistently provide the quality charitable business registration assistance & the best non-profit association incorporation service, to satisfy our valued UK and non-UK customers - you will receive the personalised telephone & e-mail help that you really need!
There is no requirement for the officers of your non-profit company to be the UK citizens or residents, or for them to hold the valid work permits. Owning, or being an officer of the UK non-profit company does not, however, grant you any rights to live or work in the UK if you are a foreign national. A company limited by guarantee must have at least one director, one member, and may have a secretary.
Coddan' non-profit organisation formation phone lines provide the confidential companies incorporation advice, non-profit society creation support, and the access to the pastoral care for legal business consultants & London based certified accountants.
Some of our help lines can also be contacted via the phone, or via the online help advisors, or even by an e-mail and by fax. Our team of friendly companies' formation staff (who are all convincing specialists) is on hand to ensure that your move goes through as smoothly and swiftly as it possible.
Confidential charitable business companies formation advice & support services have been provided from our premises at 120 Baker Street, in London. We are committed to providing the comprehensive range of non-profit entities incorporation services and ensure that we offer the legal companies limited by guarantee registration services that blend professionalism with the friendly and informal approach.
Our business is international - we offer a wide range of legal voluntary company incorporation services to multinational, public & private clients and entrepreneurs in different non-profit business industries. Our firm deals with transactions of all sizes and complexity combining global and local expertise on behalf of clients in the UK, including Northern Ireland, Republic of Ireland, and Isle of Man, & around the world.
In addition, we also advise foreign customers on starting and doing business in England, Wales, Scotland, Northern Ireland, Republic of Ireland, and Isle of Man & in other offshore countries. We can provide you with a wide range of company-related legal advice covering all aspects of the start-up, trading activities and business expansion in the UK and overseas as well as realising value.
If you prefer to order a private company limited by guarantee registration by phone or via e-mail, or if you would like to place an order at our office, for an initial discussion, with no obligation please call us at +44 (0) 207 935 5171, or 0330 808 0089 and benefit from our personal guidance in registering the limited company by guarantee. We are looking forward to serving you.
If you are a UK resident and you are interested in incorporating of your own company limited by guarantee, then you may find our new packages for UK-residents of particular interest.
Perhaps you need to register a private company limited by guarantee (not having a share capital) quickly and easily, with no additional extra services.
Our packages have been created just for UK-residents over the age of 18 years old. Our incorporation packages are for anyone who wants the simplest basic offer with all documents produced electronically & Barclays or NatWest business banking account as a part of this offer.
A company that is limited by guarantee is an alternative sort of incorporation that is used principally for non-profit organizations that must have a corporate status. This company limited by guarantee, or "LBG" is a special kind of company which is exclusively available to charities and non-profit making organizations. Rather than buying shares, any person who intends to become a member will sign a form assenting to pay a particular sum of money (for instance £1.00, £5.00, or £10.00) if the business goes into insolvent liquidation or becomes bankrupt and needs to be dissolved.
A company limited by guarantee is a clear legal entity separate from the people involved in it. It must comply with UK company law and is accountable to Companies House. The company limited by guarantee has no shareholders and does not distribute profit to its members. Its members' liabilities are limited to a guaranteed sum – usually £10. Call us to discuss your needs and see how we can help.
The company is referred to as limited by ‘guarantee’ because of the members’ liability being limited to the amount they each guarantee in the event of liquidations then the company is said to be ‘limited by guarantee.' The guarantee is also legally binding, and the guarantor can remain a member and for about one year after they cease to be a member of the organization. Unlike the unincorporated trusts and associations, the company is a separate legal body from its members.
A company limited by guarantee normally registered for the non-profit making functions. The CLG (company limited by guarantee) has no share capital. A company limited by guarantee has members, rather than shareholders, the members of the company guarantee/undertake to contribute a predetermined sum to the liabilities of the company, which becomes due in the event of the company being wound-up. It cannot distribute its profits to its members, and is therefore eligible to apply for charitable status if necessary.
Guarantee companies are useful for non-profit organisations that require corporate status. This means that its profits cannot not distribute to its members but are retained to be used for the purposes (objects) of the guarantee company.
Of course, this does not mean that the guarantee company cannot make the profit, as indeed it is almost paramount that it can and does so. The companies limited by guarantee normally used for non-profit making or charitable causes, the memorandum and articles of association states the general objects of the company, prohibit the payment of dividends to members and if the company is wound up all assets must be transferred to another organisation with similar objects or to a charity.
In British company law, a company limited by guarantee is an alternative type of corporation used primarily for non-profit organisations that require legal personality. A guarantee company does not have a share capital, but has members who are guarantors instead of shareholders. The guarantors give an undertaking to contribute a nominal amount (typically £1.00) towards the winding up of the company in the event of a shortfall upon cessation of business.
Common uses of guarantee companies include: -
Because the company form features a participating membership, it is suitable for representative organisations such as tenants' associations, pressure groups and federations, where it is necessary for the governing body to be accountable to the people the organisation claims to represent. In such type of a company, members will normally elect the directors.
However, it is possible to design a company limited by guarantee, where the only members can be directors, who are thus only constitutionally accountable to one another. Such non-profit business structure may be preferred where the greater stability is required without the potential for power blocs to develop within a larger membership.
In this case, how the directors get to be appointed will be laid down in the articles of association of the company limited by guarantee. In some cases, directors are effectively self-perpetuating, with future directors appointed by the present ones.
In other cases, the articles of association of the company limited by guarantee will specify organisations or agencies, which are entitled to nominate one or more directors, or detail some other procedure by which directors are identified and appointed.
When incorporating multi-members non-profit organisations, this form is sometimes preferred over the industrial and provident society because the company law allows multiple classes of member with separate voting constituencies.
A company limited by guarantee is a legal entity, which exists in its own right in the eyes of the law, separate and distinct from the individuals who are involved in it. A company limited by guarantee is like a separate person in law. It can sue, or to be sued, in its own name; it can enter into contracts, and can own property all in its own name. The company limited by guarantee and having no share capital can be structured and registered as a private family foundation.
These type of companies (private companies limited by guarantee) are used by charities and for not for profit promotion of education, commerce, art science and sport, or for promoting the interests of a particular section of society, or for a particular policy. We prepare and electronically submit a new non-profit company limited by guarantee for registrations as soon as we receive your instructions, and incorporation of a new company can be completed within one working day.
The main differences between a company limited by guarantee and a company limited by shares shares are: -
1. Its members do not receive share certificates and whilst they control the guarantee company, through decisions taken by them at General Meetings, they do each not "own" a proportionate part of the guarantee company.
2. Its members cannot receive any dividend, profit or other income from the guarantee company, nor can they receive a share of its assets if it comes to an end.
3. Its members enjoy limited liability, but usually have to pay an annual subscription (at a rate set annually by themselves at General Meeting) and, if the guarantee company is forced to come to an end through a liquidation, they are obliged to pay a final sum of £1.00 each to the Liquidator.
4. The members (in most cases) elect the Board of Directors (usual
ly called Trustees or Governors to avoid connotations of salaries and bonuses) which is responsible for setting and overseeing the policy of the guarantee company.
5. The directors also enjoy limited liability, provided that they have not acted negligently, or fraudulently, or have not permitted the guarantee company to continue trading when it was insolvent (this is known as "wrongful trading").
The advantages of a company limited by guarantee: -
1. Members' liability is restricted (usually to £1.00 each).
2. The guarantee company can hold property and borrow money in its own name.
3. The guarantee company is subject to the democratic control of members - both in relation to fundamental decisions (e.g. a change in its constitution) and in relation to election/re-election of the Board.
4. It is relatively easy to set up a wholly-owned subsidiary company, with a share capital owned by the guarantee company, which is particularly useful where the guarantee company is a charity and the subsidiary company is to be used for non-charitable trading (often called "a trading subsidiary").
Your non-profit company name must end with the word 'Limited', or its abbreviation 'Ltd', or the Welsh language equivalents: 'Cyfyngedig', or 'Cyf'. For example: ABC Limited, ABC Ltd, ABC Cyfyngedig, ABC Cyf. These words (Limited, Ltd, Cyfyngedig, Cyf) must not occur in any other place within the name of your company.
If certain requirements are met however, a company limited by guarantee may apply for and be granted an exemption from using 'limited' (or its Welsh equivalent) in its name. The requirements are as follows: -
(a) the objects of the company are to be the promotion of commerce, art, science, education, religion, charity or any profession, and anything incidental or conducive to any of those objects; and
(b) the company's memorandum or articles of association: -
(i) require its profits (if any) or other income to be applied in promoting its objects'
(ii) prohibit the payment of dividends to its members, and
(iii) require all the assets which would otherwise be available to its members generally to be transferred on its winding up either to another body with objects similar to its own or to another body the objects of which are the promotion of charity and anything incidental or conducive thereto (whether or not the body is a member of the company).
Essentially two-tier, with the board of directors accountable to a wider membership (sometimes referred to as a "participating membership"). Members will typically hold voting rights at general meetings and will elect all or some of the directors.
Further embellishments may be added to this basic structure, e.g. an executive committee (smaller than the governing body, perhaps made up of honorary officers and senior staff), or a members' council, which may meet more frequently than the full membership and supervise the work of the directors. However, it is possible (and quite common) to create a single-tier structure by simply stating that only directors may be members and vice-versa. Thus although these two roles will still exist within the company limited by guarantee, the same people will perform both.
Non-profit companies are not legally required to have a secretary, but it is strongly advisable, secretary usually described as the senior administrator. This person may also be a member or director, but need not be. In funded community and voluntary organisations, the post of secretary will often form part of the job description of a member of staff.
If you want to appoint a professional secretary, please contact us, or you can appoint a nominee secretary provided by us, and this service is available at our fourth company formation option for UK residents.
The guarantee company's constitution: guarantee companies have a special form of constitution called a memorandum and articles of association. The first part the memorandum of association sets out:
The second part the articles of association describes the management structure. Sets out the rules for meetings, accounts and finance. States the criteria for membership, the voting rights of members and the powers and duties of the directors.
Non-profit company registration: about the members' contribution: this information is required by virtue of section 2(4) of the Companies Act which provides as follows:
The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company if it should be wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
The total commitment of the members, taken together, is known as the "guarantee fund"; this fund only comes into existence on a winding up. In practice, this form of vehicle is usually unsuitable for most businesses but is often used, for example, by charities. There is no limit as to the amount which must be stipulated as the member's maximum contribution. It may, for example, be as little as £10.00 or as much as £1,000,000.
However given the nature of the activities of most companies limited by guarantee (e.g. not for profit concerns such as clubs, management companies for flats and associations of traders for trade protection or information exchange) it is likely to be a relatively small amount such as, say £10.00.
The standard membership contribution on formation is £10.00. It cannot distribute its profits to its members, and is therefore eligible to apply for charitable status if necessary. You should bear in mind that the amount which you stipulate as the maximum contribution by members in the event of a winding up cannot be increased after the company is incorporated.
The company may be registered with membership contribution that is greater than the amount it needs as initial contribution. When applying for the alternative membership contribution for your company, please make sure that the value per membership contribution is not less than £1.00. If you desire to have value per membership contribution less then £1.00 (for example 10p or 1p) you will need to apply for the paper filing for your company at additional charge.
Guarantee company members and directors protection from personal liability: the ordinary members of a company - that is, those who have signed guarantees, will only be liable for the maximum amount they have guaranteed if the company goes into insolvent liquidation. The directors, however, can be made liable for a company's losses or debts in a number of ways: dishonestly dealing with the company's property or money.
Cheating the company's creditors or clients (I and 2 are known as fraudulent trading). Negligent actions or decisions (or negligent failures to act or take decisions) which lose the company's money or assets. Carrying on activities which are not permitted by the company's objects or powers clauses and cost the company money or waste its resources (known as committing 'ultra vires' acts).
Carrying on the company's business and running up further debts when it has become obvious that the company is in financial difficulties and should be wound up as soon as possible (known as 'wrongful trading"). Signing a form or agreement to act as a guarantor for a debt owed by the company. Acting while disqualified as a director or charity trustee. If directors use their position as directors for secret personal gain, then they may be made to repay to the company the profits made from this abuse of power.
These are set out in the articles of association. All members have the right to be notified of and attend general meetings of the company, and to vote at these meetings if the articles give them voting rights. In most charitable companies, the members attend the annual general meeting to receive the audited accounts, appoint the auditors for the next financial year, hear the directors' annual report and financial report and vote in the Committee for the following year.
Under company law, members have the right to remove a director from office by calling a general meeting with at least 28 days' notice in writing to all members and directors.
At this meeting, the director concerned has the right to put their case, either verbally or in a written statement. If the voting members then pass a resolution to remove them by a simple majority (51%), then they must stand down.
The same type of resolution and rules must be used if an auditor is to be removed. Company members (whether or not they can vote at meetings) have the following additional rights: to be given a copy of the memorandum and articles of association at a maximum cost of 5p. To inspect the register of members on reasonable notice during normal office hours. To call an annual general meeting if the directors refuse or fail to do so (as long as members with 5% of the voting rights sign a request to the company secretary to call the meeting).
To call an extraordinary general meeting if the directors refuse or fail to do so, if members with 10% of the voting rights sign a request to the Company Secretary to call the meeting. To receive a copy of the audited accounts and annual report at least 3 weeks prior to each AGM.
Charities only need to register with HM Customs and Revenue (the new merged Inland Revenue and HM Customs) if: the taxable income from trading meets the threshold (currently £64,000 a year) , they are a small charity or exempted or excepted, Charity and don't yet need to register with the Charity Commission but want to claim Gift Aid. Call us to discuss your needs and see how we can help.
Non-profit companies must have at least three director/trustees. The duties of a charitable company directors are very similar to those of charity trustees. They include acting in good faith and in the best interests of the company's members and the charity's beneficiaries. Taking the same degree of care in managing the company's finances, assets and affairs as a reasonably prudent business person would take in respect of their own business. This includes taking professional advice when needed and making decisions as a body.
Keeping the account books in such a way that they can be audited or examined each year. Supervising and managing the company's employees and voluntary workers properly, and making sure they give regular reports on their work to the committee.
Complying with employment and health and safety law, and making sure the organisation is properly insured, accountable to funders and has plans and strategies in place for its work.
Filing the accounts with Companies House and the Charity Commission within 10 months after each year-end. Maintaining the 'statutory books' - that is, the register of members, the register of directors and company' secretaries and the register of charges - secured loans made to the company. Keeping proper minutes of meetings, both general meetings and directors' meetings. Making sure that company law is complied with when giving notice of and holding meetings. Notifying the Companies Registrar of changes in directors or company secretaries within 15 days after each change.
Annual general meetings (AGMs) need at least 21 days notice in writing to members, which must include copies of any proposed resolutions to be passed at the meeting and copies of the accounts and annual report to be presented by the directors. Extraordinary general meetings (EGMs) need at least 14 days notice in writing to members. The auditors have a legal right to be invited to all AGMs and to any EGMs where their interests may be at stake.
When holding general meetings, the directors and secretary must be aware of company law in relation to passing resolutions (making decisions). Most resolutions require only a simple majority vote. There are, however, two types of resolution which need a 75% majority vote to be passed:
Special resolutions - that is, any decision to alter the Memorandum and Articles of Association, change the company's name, dispense with appointing auditors if the company has been dormant throughout the whole of a financial year, ratify a previous 'ultra vires' act committed by the directors or to wind up a company that is not insolvent extraordinary resolutions - that is, any decision to wind up the company because it is insolvent or is heading for insolvency or to dispense with auditors after the first AGM because the company is likely to remain dormant for some time. Under the 1989 Companies Act, a new way of passing resolutions was introduced.
This is called a written resolution and it enables companies to make decisions without having to convene a meeting. The resolution is circulated to all voting members who must each sign agreeing to it. It can be on separate sheets as long as the wording is the same on each sheet. It is only valid if carried by a 100% majority vote of all members entitled to attend and vote at a general meeting. It is really only useful for straightforward decisions where no discussion is needed and when holding a meeting is going to be very difficult or impossible.
Also, the larger the company's membership, the less practical it is to circulate written resolutions.