Co-operative Assistance Network Limited

Registration refers to the incorporation of an organisation as a legal entity such as a company, co-operative society, partnership, charity or trust. This may be for a new, start up enterprise or for a conversion from one legal form to another.

Incorporation

Most enterprises incorporate at an early stage of their life-cycle. Exceptions are those that remain small and do not need to enter into contracts, such as community wholesale buying groups and social groups with a constitution. These are known as Unincorporated Associations.

Incorporation has benefits, including:

• Allows the organisation to enter into contracts
• Confers limited liability on members and directors so that they are not liable for the debts of the organisation (except where these are incurred fraudulently or wrongfully)
• Gives the organisation personality in law
• Improves access to banking services
• Improves credibility.

And costs, including:

• Registration costs
• Annual reporting requirements
• More laws to understand and comply with, including directors' responsibilities.

Legal forms and statuses

There are many Legal Forms under which an enterprise may incorporate in the UK, including:

• Company limited by guarantee
• Company limited by shares
• Co-operative society
• Community benefit society
• Charitable Incorporated Organisation
• Various types of Trust
• Limited liability partnership

Additionally, there are a variety of Legal Statuses that require registration, such as:

• Community Interest Company
• Charitable status
• Mutual trading status

The governing document

Registration involves, among other things, registering a copy of the organisation's Governing Document with the appropriate registrar and/or regulator, i.e.:

• Companies House
• Financial Conduct Authority
• Charity Commission
• HMRC.

The Governing Document specifies the primary, legally binding rules of the organisation. Depending on the legal form, it may be referred to as the:

• Rules
• Articles
• Memorandum and Articles
• Trust Deed, or
• Partnership Agreement.

Models

The Governing Document may be “off the shelf” or it may be customised to the needs of the organisation; in any case it will be based upon a tried and tested model.

For most legal forms, there are a variety of models to chose from. For example, co-operatives use a number of forms, including:

• Workers co-operative
• Housing co-operative
• Co-operative consortium
• Consumer co-operative
• Multi-stakeholder co-operative

Complications

Taking all of the above into consideration, registration is more complicated than most people realise and it can be quite easy to make an expensive mistake. You do not want to end up with a legal form or governing document that is not appropriate or optimised to the needs of the organisation as that can cripple the business.  Some legal forms and statuses are difficult, even impossible, to “retreat” from.

Also, significant delays can be caused by not complying exactly with the information and format requirements of registrars and their intermediate agents.

There is also a question of timing. You should not incorporate until your start-up business plan is complete because new information may come to light that has a bearing on the matter. On the other hand, if, for example, you have already started trading, or if a critical contract needs to be in place, there may be pressure to incorporate as soon as possible. Bear in mind also that the duration of the incorporation process can be quite variable.

Our services

CAN understands these things. Over the years, we have registered well over a hundred organisations. That is to say, we have taken them through the registration process, dealt with the paperwork and acted as agents.

As specialists in registering co-operatives, social enterprises and community businesses, we have access to the complete range of model rules available in the UK for these types of enterprise. These models are continuously improved and updated.

As specialists in the co-operative sector, we understand how each of the co-operative principles is embedded in the various legal models and how to construct a legal form that futureproofs the co-operative against takeover by profit seekers.

We can:

• Advise you on processes, timing and costs
• Help you:
  • Identify the most appropriate legal form and model
  • Customise the governing document to the needs of your enterprise
• Act as your agent and deal with the registrar on your behalf.

The above applies to new registrations and also conversions from one legal form to another.

Our charges

We will charge you according to our consultancy rates. Additionally, we will pass on to you the fees charged by the registrar and any other intermediate agencies that we may be obliged to deal with. These fees can vary widely according to a number of factors, so we will advise you of your options in this respect in advance.

Our Registration Services Lead Worker is Chris Funnell This email address is being protected from spambots. You need JavaScript enabled to view it..