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Companies (Audit, Investigations and Community Enterprise) Act 2004

Section 37 - Existing companies: requirements

231.This section sets out the steps that an organisation already incorporated as a company must take if it wishes to become a CIC.  Subsection (1) requires the company to pass special resolutions to make the company’s memorandum and articles consistent with the requirements laid down under section 32, and to make the company’s name consistent with section 33.  Where changes are made to the company's memorandum under section 4 (alteration of objects) or section 17 (changes to provisions in memorandum that could be included in articles) of the Companies Act 1985, section 5 of that Act gives members of the company a right to apply to court.   Therefore, subsections (3) and (4) provide that where such changes to the memorandum have been made, the company must not submit its application to become a CIC until either the changes to its memorandum have been confirmed by the court, or the deadline for objecting has passed.

232.Under subsections (2) and (6), the special resolutions are to be forwarded to the registrar of companies, along with the memorandum and articles in the form that they would take once altered by those special resolutions.  The company must also submit some additional documents, called the prescribed conversion documents.  Regulations will set out what these additional documents should be.  It is intended that the documents will consist of:

  • a ‘community interest statement’ confirming the company’s intention to serve the community rather than private benefit, and to pursue activities in the community interest;

  • a declaration that the company is not a political party or controlled by a political party (it is intended that regulations under section 35(6) will prescribe political parties and companies owned by them as excluded companies); and

  • either a declaration that the company is not a charity or a Scottish charity, or in the case of a company that is a charity, the written consent of the Charity Commissioners as required under the terms of section 39.

233.All these documents and special resolutions must be submitted to the registrar of companies at the same time.

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