The Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005

Becoming a charity: requirements

52.—(1) If a community interest company is to cease being a community interest company and become a charity the company must by special resolutions under the 1986 Order—

(a) alter its memorandum so that it does not state that it is to be a community interest company,

(b) make such alterations of its memorandum and articles as it considers appropriate, and

(c) change its name so that it does not comply with Article 32.

(2) Article 388(1) of the 1986 Order (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 Article 15 or 28 of the 1986 Order (alterations of memorandum)—

(a) copies of the special resolutions must not be forwarded to the registrar of companies before the relevant date, and

(b) Article 388(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 Article 16 of the 1986 Order (objection to alteration of memorandum under Article 15 or 28), 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 Article 16 of that Order, 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 by the Commissioners of Her Majesty’s Revenue and Customs that the company has claimed exemption under section 505(1) of the Income and Corporation Taxes Act 1988 (c. 1).