1.1 Foreword by the Regulator
1.2 Legal background and basis of these information and guidance notes
- Links to CIC legislation
- Contact point for issues about the legislation
1.3 An overview of CICs
- Basic legal structure and special features
- Eligibility to register
- Other things to consider
CHAPTER 2 - PRELIMINARY CONSIDERATIONS
2.1 Points to consider before choosing to form a community interest company
- What are you trying to achieve
- Major considerations
2.2 Who can form a community interest company (CIC)
2.3 Defining "community" in community interest company
2.4 Charities (England and Wales) converting to community interest company status or vice versa
- Some points to consider
2.5 Charities considering setting up a CIC subsidiary company
2.6 Charities (Scotland and Northern Ireland)
2.7 Industrial and Provident Societies
2.8 Excluded companies and political activities
- The basic principles
2.9 Community Interest Company names
CHAPTER 3 - CICS - LIMITED COMPANIES
3.1 Community Interest Companies - Limited liability companies
3.2 Community Interest Companies limited by guarantee
3.3 Community Interest Companies limited by shares
4.1 Incorporating a new community interest company
- The documents you need to deliver to form a new CIC
- Premium service
- The effect of incorporation
- Statutory documents placed on the public record
4.2 Converting an existing company to a community interest company
- The documents you need to deliver to convert to a CIC
- Members dissenting to the passing of the resolutions
- Timing for filing the resolutions
- Premium service
- The effect of conversion
- Accounting reference dates
- Statutory documents placed on the public record
4.3 Converting a charity to community interest company
- The documents you need to deliver to convert a charity to a CIC
- The pre-existing corporate property of the charitable company
- Where to obtain forms and guidance
- Timing for filing the resolutions
- Premium service
- The effect of conversion
- Accounting reference dates
- Power of the Charity Commission to quash the conversion
- Conversion of a CIC into a charity
4.4 Converting an Industrial and Provident Society (IPS) in England, Wales and Scotland to a CIC
4.5 Converting an Industrial and Provident Society in Northern Ireland to a CIC
4.6 Local Authorities and Community Interest Companies
- Why are CICs relevant to local authorities
- Key features of CICs
- CICs as limited companies
- Criteria for forming/converting to a CIC
- Community interest test
- Activities which will prevent a company from satisfying the test
- Points to consider
- Practicalities
- Asset lock
- Points to consider
- Community interest company report
- Supervision of CICs by the Regulator
- Tentative conclusions
4.7 The Community Interest Test
4.8 The role of the Registrar and the Regulator
- Decisions by the Regulator
4.8 Where to file documents and details of fees
- Electronic filing of documents
- Fees
- Fees for England, Wales and Scotland
- Fees for Northern Ireland
CHAPTER 5 - CONSTITUTIONAL DOCUMENTS
5.1 Memoranda and articles of association (constitutional documents)
- Memorandum (general requirements)
5.2 The statutory CIC clauses
5.3 Altering the memoranda and articles of association (excluding the objects)
- Change of company name
- Change to the company type and/or share capital
5.4 Altering the object statement of the memorandum
- Documents to be delivered to the Registrar
- Approval by the Regulator
6.1 Asset lock overview
- The transfer must satisfy certain requirements
- Specified asset locked body
- Restrictions on the return assets to members
- Normal trading conditions apply
- Interpretation of transfer of assets
- Inter-relationship between the community interest test and the asset lock
6.2 Dividends and the dividend cap overview
- CIC limited by guarantee without a share capital
- CIC limited by shares or limited by guarantee with a share capital adopting the provisions of schedule 2 of the CIC Regulations 2005
- CIC limited by shares or limited by guarantee with a share capital adopting the provisions of schedule 3 of the CIC Regulations 2005
- Restrictions on the payment of dividends
6.3 The dividend cap
- The three elements to the dividend cap
- Amount of first caps
- Maximum dividend explained
- Maximum aggregate dividend explained
- Carrying forward unused dividend capacity explained
- Further examples
6.4 Performance related interest cap
- Amount of first cap
6.5 Redemption and repurchase of shares and reduction of capital
- Redemption and purchase of shares
- Reduction of capital
7.1 Share capital financing
- Financing: Companies limited by guarantee with no share capital
- Financing: Companies limited by shares
- Ordinary share capital
- Preference shares
- The asset lock
- Distribution on winding up
- Regulation of share issues
- Patient capital investment into the social enterprise sector
7.2 Loan capital and debentures
- Lenders to the Third Sector
7.3 Debt with equity characteristics
7.4 Charges on assets
7.5 Other sources of finance
7.6 Tax, rate relief, gift aid & loan or equity finance considerations
- VAT
- Discretionary rate relief
- Gift aid
- Donations to charities
- Loan or equity finance
CHAPTER 8 - CONTINUING OBLIGATIONS
8.1 Statutory obligations
- Annual reporting requirements
- Annual accounts
- Annual community interest company report with £15 fee
- Delivery of the accounts and community interest report
- Timing
- Performance measuring tools
8.2 Annual Return
- Annual return (Form 363)
8.3 Other Requirements
- Change of registered office (Form 287 or in Northern Ireland 295)
- Change of directors, secretary or their details (Form 288a, b, c, etc)
- Other obligations
CHAPTER 9 - CORPORATE GOVERNANCE
9.1 Role of directors and members
- Corporate governance overview
- Directors
- Members
9.2 Relationship with other stakeholders
9.3 Directors' remuneration
- Key points
- CIC Directors may be paid for their services
- General company law rules in relation to director’s remuneration
- The community interest test, the asset lock & remuneration
9.4 Charitable trustees as directors of a subsidiary trading company (Guidance from the Charity Commission website)
- Payment of a charity trustee for services as a director
9.5 What is "reasonable" remuneration
- Transparency
- Action by the Regulator
CHAPTER 10 - TRANSFER OF ASSETS AND CEASING TO BE A CIC
10.1 Transfers of assets to another asset locked body
- How to specify an asset locked body
- Transfer to a non-specified asset locked body
- Other transfers for the benefit of the community
10.2 Conversion of a CIC to a charity
- Documents to be delivered to the Registrar
- Timing for passing special resolutions
- The process of registration
10.3 Liquidation and insolvency
- Solvent companies (generally)
- Members voluntary liquidation
- Compulsory liquidation
- Receivership
- Insolvent companies (generally)
- Administration
- Voluntary arrangement
- Creditors voluntary liquidation
- Compulsory liquidation
- Receivership
- CIC-specific rules on distribution of assets
10.4 Strike off and dissolution of a community interest company
- Defunct community interest companies
- Voluntary strike-off and dissolution of community interest companies
- Restoration
11.1 Approach to regulation
11.2 Advice and Guidance
11.3 Investigations
11.4 Enforcement
- Basis of enforcement
- The enforcement powers
11.5 Accountability of the Regulator
11.6 Appeal against decisions of the Regulator of community interest companies
- Introduction
- The appeals framework
- Which decisions can be appealed?
- The appeals process
- Time limit for beginning the appeal process
- Notices of appeal
- Role of the Regulator
- Procedure before the Appeal Officer
ANNEX A - MODEL CONSTITUTIONS FOR COMMUNITY INTEREST COMPANIES: INTRODUCTORY INFORMATION
- Company limited by guarantee with a small membership (model constitution no.1)
- Company limited by guarantee with a large membership (model constitution no.2)
- Private Schedule 2 company limited by shares with a small membership (model constitution no.3)
- Private Schedule 2 company limited by shares with a large membership (model constitution no.4)
- Private Schedule 3 company limited by shares with a small membership (model constitution no.5)
- Private Schedule 3 company limited by shares with a small membership (model constitution no.6)
- PLC (public company limited by shares) (model constitution no.7)
- Model special resolution converting a limited company to a CIC
- Model special resolution converting a charity to a CIC
- Model special resolution converting a CIC to a charity
- Model special resolution to alter the memorandum and articles of association to change or specify an asset locked body
- Model special resolutions to alter the object statement of the memorandum and articles of association
- Model special resolutions to insert, delete or alter a clause in the memorandum and articles of association
ANNEX C - APPROVED FORMS AND MODEL
- Form CIC 36: CIC declarations on forming a CIC
- Form CIC 37: Declarations on converting to a CIC
- Form CIC 36/37 Continuation sheet
- Form 10: First directors and secretary and intended situation of registered office
- Form 12: Declaration on application for registration
- Form CIC 14: Application to alter the object of a company
- Form CIC 14 Continuation sheet
- Model Form CIC 34: Short CIC report for smaller type companies
- Model Form CIC 34: More detailed CIC report for larger more complex companies
- Model Form CIC 34 Continuation sheet
- Model Form CIC 53: Declaration on dissolution of the CIC
- Model Form CIC 53: Continuation sheet
ANNEX D - EXAMPLES OF COMPLETED FORMS
- Model Form CIC 36 Community interest statements - for guidance
- Model Form CIC 37 Community interest statements - for guidance
- Model Form CIC 34 Community interest company report (simple) - for guidance
- Model Form CIC 34 Community interest company report (complex) - for guidance
ANNEX E - COMMUNITY INTEREST COMPANY FEES
- England, Scotland and Wales
- Northern Ireland
ANNEX F - INFORMATION AVAILABLE FROM COMPANIES HOUSE
- Companies House guidance booklets for England, Scotland and Wales
- Companies House guidance booklets for Northern Ireland
- Information available from Insolvency Service
ANNEX G - TABLE OF DIVIDENDS AND INTEREST CAPS
- Worked examples of dividends calculations
- CICs paying a dividend: outline of process
ANNEX H - ABBREVIATIONS, DEFINITIONS AND REFERENCES
- Abbreviations, definitions and references used in the Guidance notes