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Companies (Audit, Investigations and Community Enterprise) Act 2004

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This is the original version (as it was originally enacted).

54Becoming a charity or a Scottish charity: requirements

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(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).

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