FORMS TO BE DELIVERED TO THE REGISTRAR OF COMPANIES - when converting a charity in England or Wales to a community interest company (CIC)
To convert an existing charitable company to a CIC you need to deliver the following documents to the Registrar of Companies, with a fee:
(Click here for guidance on downloading forms)
- Fee - a cheque for £25 payable to Companies House
- Form CIC 37 (Application to convert a company to a Community Interest Company, inclusive of declarations)
- A copy of the special resolution to
- alter the company's memorandum to state that it is to be a CIC.
- alter the memorandum and articles of association so that they conform to the requirements of the Companies (Audit, Investigations and Community Enterprise) Act 2004.
- To change the name of the company to one of the CIC designations.* - A copy of the memorandum, as altered.
*There is no need to invent a new name unless you want to; a simple change from "Ltd" to "c.i.c." will be enough. For more information see Chapter 2.9 and Companies House booklet "Company Names".
Background
At present only charitable companies registered in England and Wales (and not Scottish charities) can convert to a community interest company.
If a charity registered in England and Wales is not a limited company you cannot convert to a community interest company, but may be able to transfer assets to a CIC formed for that purpose. Please contact the Charity Commission for further information.
At the time the resolutions are passed the company will still be a charity. The resolutions changing the memorandum and articles of association may, therefore, require prior written consent of the Charity Commission under section 64 of the Charities Act 1993. This will depend on the nature of the constitutional changes being made and is a matter upon which you will need to take professional advice, or consult the Charity Commission.
The resolution changing the company name will require prior written consent of the Commission Companies (Audit, Investigation and Community Enterprise) Act 2004 s.39.
On conversion, the existing corporate property of the company, other than its corporate capital, becomes impressed with a trust for charitable purposes in the same way as when a charitable company ceases, by some other form of constitutional change, to be a charity.
The company will, in relation to its corporate property acquired whilst it was a charity, become a trustee for the charitable purposes contemplated by the objects of the company immediately before conversion.
Process
The Registrar will refer the documents to the Regulator and will only register them if the Regulator gives his approval. The change does not take effect until the documents are registered.
Registrar's Address
Registrar of Companies (England & Wales)
Companies House
Crown Way
Maindy
Cardiff
CF14 3UZ