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CIC Share Issues

To discuss everything Share related

Members: 53
Latest Activity: on Monday

With the changes to the CIC Caps and details of the SITR (Social Investment Tax Relief) due to be announced on 10th Dec raising community investment via shares will be of more interest to CICs than ever before.

To keep up to date make sure to join the network as we will be communicating widely on these issues as they develop

Discussion Forum

Equity Valuations for Private Company 5 Replies

Greetings to all.  I’m looking forward to learning, participating and sharing what I learn.  I have started and managed a CLG but have no experience with shares.  May I please ask a couple of…Continue

Tags: cohousing, senior, equity, valuation, share

Started by Donald (Sky) McCain. Last reply by Martin Prosser Feb 6.

CIC purchasing assets from Ltd Company 3 Replies

Hi I have a Ltd company and i'm in the process of thinking about selling the assets to CIC, the Ltd company has property and the CIC would purchase the property. Can anyone please let me know what…Continue

Started by Mark Peters. Last reply by John Mulkerrin Oct 10, 2016.

Raising Equity Finance for your CIC - A Guide to the UK Regulatory Framework and Exemptions, 2 Replies

Hi All.It is with pleasure that I attach Raising Equity Finance for your CIC - A Guide to the UK Regulatory Framework and Exemptions. .It is perfectly feasible for a CIC to use their shares to…Continue

Tags: Company, Equity, John, Mulkerrin, Interest

Started by John Mulkerrin. Last reply by John Mulkerrin Jul 6, 2016.

IN01 question about shares. 2 Replies

On section F4 of this form, it asks about statement of capital:I'm forming a schedule three CIC, with myself as the only share holder. What do I put about 1. voting rights, and 2. Dividends.Thank you.Continue

Started by Oliver Claridge. Last reply by Asha Jan 5, 2016.

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Comment by John Mulkerrin on November 20, 2012 at 14:00

Good job I did check,

here is the formal response 'There is no need to reissue the shares as, by adopting the provisions in the articles, the payment of dividends to a private investor is automatically subject to the dividend cap in place at the point of conversion'

 

this raises a few other questions, such as determined share value, i'll respond with more on that after ive discussed with a few people.

Comment by John Mulkerrin on November 18, 2012 at 13:32

Good question!

I dont know for sure but like you think it is pretty certain you will have to.

Just the change in Company name alone should make that the case, I will check.

Comment by Elliot Lowe on November 16, 2012 at 13:28

Hi Everybody, Just a Quick Question; If a LtdGS Company converts to a CiCGS, do any share certificates that were issued prior to the conversion have to be re-issued but as CiC share Certificates as opposed to LTD Company share Certificates? Common Sense tells me yes, But I thought I'd ask...

Comment by John Mulkerrin on August 15, 2012 at 15:18

Hi Harrie

Start here: http://www.businesslink.gov.uk/bdotg/action/detail?itemId=107443329...

and have a look through the further links at the bottom of the page. Once you have done that I'd be happy to have a conversation to help you translate the facts into your circumstances. You need to have a bit of an understanding before we talk to make it worthwhile.

Also google 'exemptions under the financial promotions order' or FPO

Basic scenario, it costs too much for you to do a full prospectus, but working under one of the exemptions may suit you. The rules are (we think) also about to change and will (hopefully) make it a lot easier to do.

Comment by John Mulkerrin on October 24, 2011 at 19:02

- buy back- shares can only be bought back by the CIC for PAR value

- transfer of shares/sale to third parties: there are no restrictions and the value is subjective, as with other types of company share ( although with extra factors to be considered such as the dividend cap)

- No dividend can be declared by a CIC unless approved by an ordinary or special resolution of members. 

- Using a 'matched bargain' system to trade shares is a viable consideration for CICs looking for a route to trade their shares.

Comment by Michael Hallam on August 3, 2011 at 19:23

Hi Geof

I have had a look at miEnterprise and will email you direct to start a conversation about that.

Michael

Comment by Michael Hallam on August 3, 2011 at 19:22

Hi Geof

Thanks for that.

Very useful.

I have another very simple question which I am sure you will be able to answer for me. When I set up ESTA CIC a year ago I resolved to cross the bridge of the Annual Return when I got to it.  That bridge is now before me and I am in intensive study to determine when Anual CIC Report and  the Anual Accouts need to be with the CIC regulator. The company's accounting reference date is 9th August but the accounts will not have to be submitted to Companies house for up to nine months yet. So here is my question:

When does the CIC report and copy of the accounts to the CIC regulator have to be in? Is it by 9th August? or is it at the same time that I submit my accounts to Companies House?

Comment by Geof Cox on July 29, 2011 at 18:59

Hi Michael,

It's clear that you've thought it through and are aware of the complex balance that sometimes does have to be drawn between wide community engagement and efficient management.

One area that may deserve more thought is that of the permanence of shares, and what happens when they change hands?  Although transfers are subject to board approval, in some financial circumstances or by transmission to remote heirs it is possible in the long term for voting rights to end up in the hands of one or two people, or people with little knowledge of or interest in what the CIC is doing.

A small risk and not in the near future admittedly.

There are social enterprises that successfully combine differential levels of investment from hundreds of investors, with a one-member-one-vote structure, and with efficient management: Headingley Development Trust for example.

Incidentally I checked out the link on your page to Lancasteresta and thought it might link well with the miEnterprise project - if this is of interest drop me a line at geof@geofcox.info.

Comment by Michael Hallam on July 27, 2011 at 10:13

Thanks Geof
On both points.
Thats nice and simple.
As far as advice on governance is concerened I will invite your input by elaborating a bit further.

My reasoning for going with voting per share rather than voting per member is that I want to a) insentivise investors to feel that they will have a say in the running of the company which reflects their investment. Theoretically I could issue 1,500 £10 shares and end up with 1,500 members all wanting to have their say in running what is, effectively, a simple business operation. I would rather have half a dozen investors/members who feel secure enough to put up all the share capital. The mechanics of running the car club is a very simple business model so it doesent need lots of advice and imput to run.
Where I will be seeking the active input and advice of the wider community is in the demonstration of community benefit aspect. The community benefit work is to help promote and develop a culture which helps people question their use of the private car as the default choice for making journeys. We will be contributing to creating a user-friendly service for helping people plan their local journeys better using a variety of transport options.

 

For this we will actively engage with a far wider group of local people.

 

In short, I want the majority of the participation working at the community benefit end of the CIC rather than at the strategic management end, hence wanting to make voting proportional to investment.

 

Does that sound like I have thought through the governance aspect sufficiently Geof?

Comment by Geof Cox on July 26, 2011 at 16:00

Hi Michael,

There's no problem making this a 'one share one vote structure' just amend the relevant Article as follows

53.5   On a vote on a resolution on a poll at a meeting every shareholder present in person or by proxy or Authorised Representative shall have one vote for every share they hold.

I'm assuming, of course, that you've thought long and hard about this and want just technical guidance (rather than a discussion about good governance!)

On your other technical point - you can denominate each share at £100 but it would be more usual (and usually more convenient) to go for a smaller denomination - say £10 per share - you can still deal with shares in blocks, eg. a minimum purchase of 10 shares.

When you come to fill in your registration form IN01 you'll see how you set up the number and value of shares.

 

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