CIC Association

Serving Community Enterprise

Specifically one limited by guarantee.

The two original subscribers (members) of a CIC want to transfer formal ownership to a new group.

Do they formally write to each other to resign. Do the company directors (one owner is not a director) resolve to make the changes to A&M?

I can't see an easy explanation but I'm sure one (or more) of you will have answers.

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hi Trevor - should be a relatively straighforward process:

unless there's anything unusual in either the Articles or any subsequent agreement bewteen the original members, or between the CIC and other parties, then the new group of people who are 'taking over' the CIC need to be admitted into membership, they are then made Directors, at which point the orginial Directors/members resign their positions as both members and directors and leave the building...(oh yes, and make sure that the list of authorised signatories at the bank are also updated!)

Adrian

Adrian: many thanks. That's made the whole process very simple.

As Adrian said , 'it should be a straightforward process' however it was intended that a charity and a CIC be invited to become Members (Subscribers), and each then to appoint two Directors to serve on the new Board. all previous directors agreeing to resign, except one - who was to remain.

The leader of the charity called a meeting of the existing Board of Directors at which they all agreed to resign - as above. He then appointed himself as Managing Director, and also as a new Member together with three of his associates, including his son.

The CIC was entirely excluded.

The legal excuse given was that the original two Subscribers could not be quorate (presumably taking the requirement that a quorum of five was required for the Board). Therefore it was argued the present board should appoint the new Members, and they, in turn could select the new Board.

That's circumlocution in my language.

I go back to the original question: who owns a limited by guarantee CIC? The A&M are standard, modelled on the standard constitution issued by CIC Regulator.

So where do we go from here?

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