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Briefing Paper 7 The following is a step by step guide to registering a community enterprise or social wealth creating organisation as a Company Limited by Guarantee. Most organisations decide to register as a company for the following good reasons:
The Company Limited by Guarantee is perfect for most Voluntary sector organisations because:
STAGE ONE Once your organisation has decided to register as a company is to make some fundamental decisions:
Being clear on these issues will help greatly in putting together the articles in the constitution. Next decide at the earliest stage:
STAGE TWO You should now acquire a Company registration pack, free from Companies House. 02920 380 801 Ask for a Starter pack. The New Companies section will give free advice on the technical aspects of the registration including advice on the name you have selected. The starter pack will include copies of all the forms, plus guidelines and explanatory leaflets. STAGE THREE Agree a constitution. What Companies House will not supply are the model rules. Attached to these guidelines are Social Enterprise Partnership Ltd model rules for community enterprise and social wealth organisations. These are suitable for:
If using the Social Enterprise model - carefully go through the Memorandum of Association (What the company intends to do) and the Articles of Association (How it intends to do it). Key decisions are highlighted for your attention. They are: Under the Memorandum:
Under the Articles: 1. Definitions of terms used 2. Categories of membership 3. Quorums and sizes of committees 4. The make up of the Governing Board 5. Re-election rules 6. Audit requirements 7. The Social Audit option There is no need to get held up at this stage. The memorandum and articles can be easily changed - and should be reviewed regularly anyway. The important thing is to get the company registered and then see how the constitution works in practice. STAGE FOUR You now select two subscribers and a Company Secretary to process the registration. Complete the forms according to the guidelines. The Forms will need the signature of a solicitor. Most solicitors will agree to sign for a nominal fee of between £5 - £10. FINAL STAGE The final stage is to send the constitution with the completed forms and the fee to Companies House (£20). When the certificate arrives with the Company number - add this to the title page of the Constitution. At the first meeting the two subscribers then agree to the membership of the first Board. These can be simply appointed (usually from the Steering group which is overseeing the setting up of the Company) - it may be best to delay elections till the first AGM. The Company secretary then informs Company House of the new Directors, each of whom must sign a G233 form. Please note: obtaining Charitable status is a different issue. In most cases it is inappropriate for community enterprise or social wealth organisations to consider such a registration. If Charitable status is required then the objects in the Memorandum have to show clear charitable aims. Good luck! Further Reading Definitions of Community Enterprise FREE INTERNET ACCESS AVAILABLE AT BRIDGE 5 MILL |
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