|
| |
| |
(b) | appoint a new member in place of each member whose interest has |
| |
| |
(3) | An order under subsection (1) may not transfer any shares in respect of |
| |
| |
(a) | a dividend may be paid, or |
| 5 |
(b) | a distribution of the company’s assets may be made if the company is |
| |
| |
(4) | An order under this section in relation to a company— |
| |
(a) | may only transfer shares to, and appoint as new members, persons who |
| |
have consented to the transfer or appointment, and |
| 10 |
(b) | may be made irrespective of any provision made by the memorandum |
| |
or articles of the company or a resolution of the company in general |
| |
| |
(5) | The company and any person from whom shares are transferred by the order |
| |
may appeal to the Appeal Officer against an order under subsection (1). |
| 15 |
(6) | The company and any person whose interest is extinguished by the order may |
| |
appeal to the Appeal Officer against an order under subsection (2). |
| |
(7) | “Specified”, in relation to an order, means specified in the order. |
| |
48 | Petition for winding up |
| |
(1) | The Regulator may present a petition for a community interest company to be |
| 20 |
wound up if the court is of the opinion that it is just and equitable that the |
| |
company should be wound up. |
| |
(2) | Subsection (1) does not apply if the company is already being wound up by the |
| |
| |
(3) | In section 124 of the Insolvency Act 1986 (c. 45) (application for winding up), |
| 25 |
after subsection (4) insert— |
| |
“(4A) | A winding-up petition may be presented by the Regulator of |
| |
Community Interest Companies in a case falling within section 48 of |
| |
the Companies (Audit, Investigations and Community Enterprise) Act |
| |
| 30 |
49 | Dissolution and striking off |
| |
(1) | If a community interest company has been dissolved, the Regulator may apply |
| |
under section 651 of the Companies Act 1985 (c. 6) for an order declaring the |
| |
dissolution to have been void. |
| |
(2) | If a community interest company has been struck off the register under section |
| 35 |
652 of the Companies Act 1985 (defunct companies), the Regulator may apply |
| |
under section 653(2) of that Act for an order that the company’s name be |
| |
| |
(3) | If an application under section 652A of the Companies Act 1985 (application to |
| |
strike name of private company off register) is made on behalf of a community |
| 40 |
interest company, section 652B(6) of that Act (persons to be notified of |
| |
application) is to be treated as also requiring a copy of the application to be |
| |
| |
| |
| |
|
| |
| |
| |
| |
(1) | A community interest company is excluded from re-registering under section |
| |
49 of the Companies Act 1985 (c. 6) (re-registration of limited company as |
| |
| 5 |
(2) | If a community interest company which is not a public company re-registers as |
| |
a public company under section 43 of the Companies Act 1985, or a community |
| |
interest company which is a public company re-registers as a private company |
| |
under section 53 of that Act, the certificate of incorporation issued under |
| |
section 47(1)(b) or 55(1)(b) of that Act is to contain a statement that the |
| 10 |
company is a community interest company. |
| |
(3) | The fact that the certificate of incorporation contains such a statement is |
| |
conclusive evidence that the company is a community interest company. |
| |
51 | Ceasing to be a community interest company |
| |
A community interest company may not cease to be a community interest |
| 15 |
company except by dissolution or as provided— |
| |
(a) | by sections 52 and 53 (becoming a charity or a Scottish charity), or |
| |
(b) | if regulations are made under section 54 (becoming an industrial and |
| |
provident society), by the regulations. |
| |
52 | Becoming a charity or a Scottish charity: requirements |
| 20 |
(1) | If a community interest company is to cease being a community interest |
| |
company and become a charity or a Scottish charity, the company must— |
| |
(a) | by special resolution alter its memorandum so that it does not state that |
| |
it is to be a community interest company, |
| |
(b) | by special resolutions under the Companies Act 1985 make such |
| 25 |
alterations of its memorandum and articles as it considers appropriate, |
| |
| |
(c) | by special resolution change its name so that it does not comply with |
| |
| |
(2) | Section 380(1) of the Companies Act 1985 (forwarding of copies of special |
| 30 |
resolutions to registrar of companies) must be complied with in relation to each |
| |
of the special resolutions at the same time. |
| |
(3) | If the special resolutions include one under section 4 or 17 of the Companies |
| |
Act 1985 (alterations of memorandum)— |
| |
(a) | copies of the special resolutions must not be forwarded to the registrar |
| 35 |
of companies before the relevant date, and |
| |
(b) | section 380(1) has effect in relation to them as if it referred to 15 days |
| |
| |
(4) | If an application is made under section 5 of the Companies Act 1985 (objection |
| |
to alteration of memorandum under section 4 or 17), the relevant date is— |
| 40 |
(a) | the date on which the court determines the application (or, if there is |
| |
more than one application, the date on which the last to be determined |
| |
by the court is determined), or |
| |
(b) | such later date as the court may order. |
| |
| |
| |
|
| |
| |
(5) | If there is no application under section 5 of that Act, the relevant date is the end |
| |
of the period for making such an application. |
| |
(6) | The copies of the special resolutions forwarded to the registrar of companies |
| |
| |
(a) | a copy of the memorandum and articles of the company as altered by |
| 5 |
the special resolutions, and |
| |
(b) | a statement under subsection (7) or, if the company’s registered office |
| |
is situated in Scotland and the company is to become a Scottish charity, |
| |
a statement under subsection (8). |
| |
(7) | A statement under this subsection is a statement by the Charity Commissioners |
| 10 |
that in their opinion, if the special resolutions take effect and the company |
| |
ceases to be a community interest company the company will be a charity and |
| |
will not be an exempt charity. |
| |
(8) | A statement under this subsection is a statement by the Commissioners of |
| |
| 15 |
(a) | the company has claimed exemption under section 505(1) of the Income |
| |
and Corporation Taxes Act 1988 (c. 1), and |
| |
(b) | if the special resolutions take effect and the company ceases to be a |
| |
community interest company the company will be given such |
| |
intimation as is mentioned in section 1(7) of the Law Reform |
| 20 |
(Miscellaneous Provisions) (Scotland) Act 1990 (c. 40). |
| |
(9) | “Exempt charity” has the same meaning as in the Charities Act 1993 (c. 10) (see |
| |
| |
53 | Becoming a charity or a Scottish charity: decisions etc. |
| |
(1) | On receiving under section 52 the copies of the special resolutions, the |
| 25 |
memorandum and articles as altered by the special resolutions and the |
| |
statement, the registrar must (instead of recording the special resolutions and |
| |
entering a new name on the register)— |
| |
(a) | forward a copy of each of the documents to the Regulator, and |
| |
(b) | retain them pending the Regulator’s decision. |
| 30 |
(2) | The alterations of the memorandum and articles made by the special |
| |
resolutions are to take effect only as provided by this section. |
| |
(3) | The Regulator must decide whether the company is eligible to cease being a |
| |
community interest company. |
| |
(4) | The company is eligible to cease being a community interest company if it has |
| 35 |
complied with section 52 and none of the following applies— |
| |
(a) | the Regulator has under section 41 appointed an auditor to audit the |
| |
company’s annual accounts and the audit has not been completed, |
| |
(b) | civil proceedings instituted by the Regulator in the name of the |
| |
company under section 42 have not been determined or discontinued, |
| 40 |
(c) | a director of the company holds office by virtue of an order under |
| |
| |
(d) | a director of the company is suspended under section 44(3), |
| |
(e) | there is a manager in respect of the property and affairs of the company |
| |
appointed under section 45, |
| 45 |
(f) | the Official Property Holder holds property as trustee for the company, |
| |
| |
| |
|
| |
| |
(g) | an order under section 46(2) or (3) is in force in relation to the company, |
| |
(h) | a petition has been presented for the company to be wound up. |
| |
(5) | The Regulator must give notice of the decision to the registrar of companies |
| |
(but the registrar is not required to record it). |
| |
(6) | If the Regulator gives notice of a decision that the company is eligible to cease |
| 5 |
being a community interest company, section 28(6) of the Companies Act 1985 |
| |
(c. 6) (registration of new name) applies; and if the registrar of companies |
| |
enters the new name of the company on the register he must also retain and |
| |
record the special resolutions and the statement. |
| |
(7) | On the date on which the certificate of incorporation is issued the alterations to |
| 10 |
the company’s articles and memorandum made by the special resolutions take |
| |
effect and the company ceases to be a community interest company. |
| |
(8) | If the Regulator decides that the company is not eligible to cease being a |
| |
community interest company, the company may appeal to the Appeal Officer |
| |
| 15 |
54 | Becoming an industrial and provident society |
| |
(1) | Unless regulations make provision to the contrary, a community interest |
| |
company may not convert itself into a registered society under section 53 of the |
| |
Industrial and Provident Societies Act 1965 (c. 12). |
| |
(2) | If regulations make provision allowing the conversion of community interest |
| 20 |
companies under that section they may include provision modifying that |
| |
section in its application by virtue of the regulations. |
| |
| |
| |
(1) | Regulations may require the payment of such fees in connection with the |
| 25 |
Regulator’s functions as may be specified in the regulations. |
| |
(2) | The regulations may provide for fees to be paid to the registrar of companies |
| |
(rather than to the Regulator). |
| |
(3) | The Regulator may charge a fee for any service which is provided otherwise |
| |
than in pursuance of an obligation imposed by law, other than the provision of |
| 30 |
guidance which the Regulator considers to be of general interest. |
| |
(4) | Fees paid by virtue of this section are to be paid into the Consolidated Fund. |
| |
56 | Extension of provisions about registrar etc. |
| |
Regulations may make amendments or modifications of any provision |
| |
| 35 |
(a) | Part 24 of the Companies Act 1985 (registrar), or |
| |
(b) | Part 25 of that Act (miscellaneous and supplementary), |
| |
in consequence of any provision contained in, or made under, this Part (in |
| |
particular, so as to provide that references to the Companies Acts are to include |
| |
provisions contained in, or made under, this Part). |
| 40 |
| |
| |
|
