1 Director for a CIC - Help needed with Articles of Association

[Angie Beal]

Hi

I was wondering if anybody would be able to give me some advice please.  I am currently in the process of compiling the paper work needed to register as a CIC.  At present I was hoping to register as just myself as director. I have a large management board involving a number of people to oversee and advise.  At a later date I would then appoint other directors as I do understand the importance of having more directors than just myself. 

 

I am just stuck at the moment with the Articles of Association as the template that I have is for more than 1 director.  If anybody has a template or a copy of articles for 1 director, I would very much appreciate any help or advice.

 

Many Thanks

Angie

 

[Mike Shamash]

Hi Angie

You can download ours - its thePeoplesPower CIC - these have been adapted for a sole director (we are just in the process of adding more directors)

you can get a copy from Companies house (search for thePeoplesPower CIC) - think this costs £1

or get in touch via email and I'll send you a copy

good luck with venture!

best

mike

[Angie Beal]

Hi Mike

Many thanks for your reply, I would really appreciate this.  My email is [e-mail]

Thanks again, I've found it very difficult to find information on registering with only 1 director.

Best wishes

Angie

 

[Mike Shamash]

Hi Angie

have sent you our articles - hope they are useful to you

best

mike

[Madeleine Legg]

Hi Mike

It would be helpful if I could have a copy of yur Articles of Association. I am in the process of setting up a CIC for counselling and psychotherapy.

Madeleine

[Wendy Sarah Davis]

Hello - I too am struggling! Have set up number of charities in the past / companies limited by guarantee. However CICs seem to have 6 possible models for Articles. We are just at the very beginning of our project, but wanted to register as a CIC to make ourselves seem credible and official - we think that we want to be able to issue shares but are struggling with all kinds of things around money and control - anyone who is in London and might be able to meet up to go thro stuff with me would be an absolute boon!!!

[John Mulkerrin]

Hi Wendy

Happy to meet up for a coffee or have a chat on the phone, alternatively pop up a post explaining in more detail. 

Best

John

[Mike Shamash]

maybe we could ask existing CICs if they would be prepared tolet others see their CIC37s and articles of association - we would put ours up - as a CIC I regard the information about our set up public information about us - though its a bit too boring to put up in full.

- we have put up a page on what being a CIC means to us

http://www.thepeoplespower.co.uk/community-interest-company/

It is a very confusing area so some guidance would be great - the "professional" help is very expensive though it would need a big "at own risk" disclaimer but would be potentially very helpful.

I had thought these docs were displayed on companies house website - so anyone could access anyway for £1 - but ours does not appear to be - but that might be because I converted from a ltd company (but I have not downloaded the docs for my company to check what the conversion docs actually contain).

Other CICs have a doc called CICINC -CIC incorporation - not sure what this contains (I should just spend the quid!) - but suspect its the CIC 37 + articles of association and constitution

- anyway hope this helps

best

mike

www.thePeoplesPower.co.uk

[Lindsay Endean]

Dear Mike

I am in the process of developing The Sulis Ensemble http://www.thesulisensemble.com from a group of freelance musicians into a more formal CIC.  We are also planning on having one Director (initially) and I wondered if you might possible be able also share your articles of association with us to help us get started?

My email is [e-mail]

Thank you ever so much,
Best wishes

Lindsay

[Heidi Harris]

Hi everyone - I know I have spoken to or had some email correspondence with some of you who are posting here, so here is the low down as I see it....

You can have a one Director CIC.  How this balances out with good governance is a question for you to decide, and also having only one Director may affect your ability to obtain funding - which is obviously not an issue if you are planning to trade, trade and trade! 

To change the model documents - you would be selecting model documents for a small membership, where the members are also the directors.  This then generates what is typically the more difficult question - should it be limited by guarantee or limited by share?

Limited by guarantee - in my opinion is more like a charity and is more likely to gain funding from trusts and foundations (providing it has a board and not just one director/one bank signatory).  This is the not for profit CIC in essence.

Limited by share - more like what most of us would consider a social enterprise - in that it is aiming to trade for all or the majority of its income, and not likely to obtain funding (but if it does then this is from mainstream funders such as the Big Lottery who do fund limited by share CICs which other trusts and foundations don't).  Trusts and foundations don't always fund this legal structure because it can give dividends to shareholders and therefore in their eyes isn't not for profit.  The benefit of this structure is that you can obtain investment via equity (share investment) of all types as well as debt/loans.

Once you have made the limited by share/limited by guarantee decision select the right model documents, and then you need to tweak (a technical term for changing the documents!!!) them to reflect that if there is only one director they have control, full decision making, voting rights etc, whilst also leaving the clauses in that explain what happens where there is more than one director.

We do offer a CIC incorporation/conversion service for £120 plus vat, which includes completing all the documents for you and providing advice on the wording of your CIC benefit/activities, as well as the tweaking.  This is far less than some other professionals charge - I have heard of people being quoted over £1000 for the same thing!  We also offer everyone a free 45 minute consultation (by telephone, email or meeting) and some people have used that time to get their completed CIC documents reviewed/to ask any questions they have about setting up a CIC or converting to a CIC.  Hope the above helps.

[Angie Beal]

Hi All

Thanks Mike forwarding your company information. I too couldn't track your docs on companies house but thought it was just me!  I know that as someone just starting out with registering a business for the first time I want to get the basic's right!  Love your idea about having on this site some company documents for information to others to see how people have worded things. 

Heidi - I've emailed you seperately and will be back in touch later in the week with information regarding my company.

Thanks to all for your help with this.

 

 

 

[Mike Shamash]

Hi all

I can confirm that Heidi helped us get our structure sorted and can also say that we followed her advice in our documentation.  Can also confirm quotes of close to £1000 for conversion/incorporation advice.

I still think an area of shared structure documents would be useful - the more we can do ourselves the better advice we can get form people like Heidi.

... will be interesting to see if other people are prepared to post any of their incorporation documents. Personally can't see any issue with sharing the CIC37 - I see this as part of the CIC communications - why be a CIC and have a community purpose if you aren't prepared to tell people what it is ...

best

mike

- ps if peopel have ideas for improving our CIC page - http://www.thepeoplespower.co.uk/community-interest-company/ - please let us know - there is a contact form on the website to get in touch

 

[John Tipper]

Hi Heidi,

My Wife and I are just about to set up a Community Interest Company (C.I.C)with two directors, and we have  completed the CIC 36 form.

What we are not to sure about, is, which articles of association  apply to our (initial small) company of Therapists.

We are thinking  that a company limited by guarantee, would be the correct way forward, but we  would appreciate any advice if this the corrrect structure, as we  will need to attract further  funding,  beyond what we have already in place from the local authority,( where my wife is currently employed )in order to set up the business.

 

I had already registered the company name but as a limited company, although as yet not trading.

We would be most happy  to take advantage of  your CIC incorporation service.

Please call me on 07768274580 or reply to my email when  you have  time..

Thanks John Tipper.