Companies (Audit, Investigations and Community Enterprise) Act 2004

Change of status

52 Re-registration

(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 unlimited).

(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 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.

53 Ceasing to be a community interest company

A community interest company may not cease to be a community interest company except by dissolution or as provided—

(a) by sections 54 and 55 (becoming a charity or a Scottish charity), or

(b) if regulations are made under section 56 (becoming an industrial and provident society), by the regulations.

54 Becoming a charity or a Scottish charity: requirements

(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 alterations of its memorandum and articles as it considers appropriate, and

(c) by special resolution change its name so that it does not comply with section 33.

(2) Section 380(1) of the Companies Act 1985 (forwarding of copies of special 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 of companies before the relevant date, and

(b) section 380(1) has effect in relation to them as if it referred to 15 days after the relevant date.

(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—

(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 must be accompanied by—

(a) a copy of the memorandum and articles of the company as altered by 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 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 Inland Revenue that—

(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 (Miscellaneous Provisions) (Scotland) Act 1990 (c. 40).

(9) “Exempt charity” has the same meaning as in the Charities Act 1993 (c. 10) (see section 96 of that Act).

55 Becoming a charity or a Scottish charity: decisions etc.

(1) On receiving under section 54 the copies of the special resolutions, the 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.

(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 complied with section 54 and none of the following applies—

(a) the Regulator has under section 43 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 44 have not been determined or discontinued,

(c) a director of the company holds office by virtue of an order under section 45,

(d) a director of the company is suspended under section 46(3),

(e) there is a manager in respect of the property and affairs of the company appointed under section 47,

(f) the Official Property Holder holds property as trustee for the company,

(g) an order under section 48(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 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 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 against the decision.

56 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 companies under that section they may include provision modifying that section in its application by virtue of the regulations.