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Charity company secretary slides stone king llp

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Caroline Leviss
Caroline Leviss

This document outlines an agenda for a company secretary forum on getting it right as a charity company secretary. It discusses company law requirements for charitable companies, including that they are normally limited by guarantee, must be governed by the Charities Act 2011 and Companies Act 2006, and cannot distribute profits to members. The roles of members and trustees are explained. Key aspects of articles of association are covered. The role and responsibilities of the company secretary are defined. Finally, common Companies House forms and registration requirements are reviewed.

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Governance and Company Secretary Forum 1
Getting it right as a Charity Company Secretary London 6 November 2014 息 Stone King LLP 2
Todays Plan Session one: Company Law Overview Session two: Articles of Association Session three: Role of the Company Secretary Session four: Companies House Filings Practical Guide 3
One - Company Law Overview Charitable companies are normally companies limited by guarantee and do not allow distribution of profits to Members Charities have Members and Trustees (who are normally Directors) Charities are primarily governed by the Charities Act 2011 and the Companies Act 2006 4
One Members Similar to the role of Members in a share company No shares are issued Guarantee to pay a certain amount on a winding up (normally 贈1.00 or 贈10.00) Membership not transferable No individual financial interests in the Charity Have control over the charity by passing resolutions 5
One - Members Members Rights Approve major decisions such as: amending the articles of association changing the Charity name, except where delegated to directors under the articles removing a Trustee (by ordinary resolution and subject to certain statutory procedures) may appoint Trustees if allowed under the Articles substantial property transactions 6
One - Members Members Rights cont. The Members also have the general right to: vote at general meetings and pass written resolutions receive notice of general meetings receive a copy of the annual accounts requisition (force the Trustees to call) a general meeting circulate a written statement to Members 7
Two Members Resolutions Members Special Resolution at least 75% to pass Changing the name of the Charity Adopting new Articles Direction to act or refrain Members Ordinary Resolution Over 50% Reappointment of the Auditors Noting the Accounts Remove a Trustee (subject to statutory procedures) NB: Members may approve accounts when laid before them at a General Meeting but Trustees are ultimately responsible for their approval. 8
One - Trustees Trustees Terminology Trustees are normally Directors of a charitable company Responsible for management and day to day running May delegate tasks subject to supervision (if articles allow) Exercise the powers of the Charity Comply with statutory duties 9
One - Trustees Trustees Decision Making In a meeting decisions are normally taken by a majority vote Decisions can also be taken by written resolution, the articles normally require all of the Trustees to sign the resolution Decisions may be taken by other means as provided for in the articles including by electronic means 10
One - Typical Decisions Members Decisions Amendment to the Articles of Association Change of Charity name Removal of Trustees (subject to some Companies Act formalities) Trustees Decisions Whether to enter into certain contracts Whether to employ certain persons Whether to make grants 11
Two Articles of Association Memorandum or Articles? Changes under the 2006 Act Provisions of an existing memorandum (including the objects) are now provisions of the Charitys articles Charities are not required to amend their articles to reflect this change, but they may do this if they wish. If they wish to amend their memorandum in the future they may do so by amending their articles. If on amending articles, the provisions of the memorandum are not incorporated, ensure they are attached to the back of the articles, otherwise may be deemed to no longer apply 12
Two Articles Important aspects of your Articles Objects These are the Charitys charitable purposes The Charity must not act outside of its objects Powers The powers sets out how the Charity may achieve its objects and should not ideally be included in the objects clause 13
Two Articles Important aspects of your Articles Members How members are appointed and removed Is there a requirement to hold an AGM each year, if so how much notice and how often Notice period for other meetings Quorum for Members meetings How a meeting may be requisitioned by the Members Who will be the chairman Notice period for proxy votes How may a poll be demanded Note that in relation to Members written resolutions, they will be deemed passed once have requisite majority even if articles requires all Members to sign 14
Two Articles Important aspects of your Articles Trustees How Trustees are appointed and removed Minimum and maximum number of Trustees, and special offices Retirement by rotation Notice period for meetings and the power to requisition a meeting Quorum for Trustees meetings Who will be the chairman and does the chairman have a casting vote Can decisions be taken electronically and should they be taken unanimously Procedure where there are conflicts 15
Three - Company Secretarys Role Role of the Company Secretary Do you need a Company Secretary? Who can be a Company Secretary? Duties of Company Secretary 16
Three - Company Secretarys Role 17 Do you need a Company Secretary? No legal requirement to have a company secretary in law, unless your articles require one If you do not officially appoint someone as company secretary at Companies House then someone else nominated by the Trustees needs to carry out the duties. Trustees are responsible to Companies House in the absence of a formally appointed company secretary Under company law a natural person or corporate body may be a company secretary
Three - Company Secretarys Role 18 Duties of Company Secretary The Companies Act does not set out the roles, duties or responsibilities of a company secretary Generally a company secretary will be responsible for: Sending notices of Trustees and Members meetings Preparing the agenda for Trustees and Members meetings Ensuring that Trustees and Members meetings are carried out properly Writing up the minutes (statutory requirement) Updating and maintaining company books Filing relevant forms at Companies House
Three - Company Secretarys Role 19 Responsibilities of Company Secretary Be clear what is expected of you will depend on internal arrangements within your charity
Four Forms Companies House Forms Purpose Form No. Change of Accounting Reference Date AA01 Appointment of Director / Corporate Director AP01 / AP02 Appointment of Secretary / Corporate Secretary AP03 / AP04 Annual Return AR01 Change of Directors Details /Corporate Directors Details CH01 / CH02 Change of Secretarys Details / Corporate Secretarys Details CH03 / CH04 Termination of appointment of Director TM01 Termination of appointment of Secretary TM02 Forms can be downloaded from Companies House at the following link: www.companieshouse.gov.uk/forms/formsOnline.shtml 20
Four Registers COMPANY REGISTERS Requirement to keep company books at the registered office or Single Alternative Inspection Location (SAIL) address. Company books include the following registers: register of members; register of directors; register of charges; register of directors residential addresses; register of secretaries, if appropriate; and other registers, if appropriate (including register of mortgages & register of debentures). All registers are public, bar residential addresses Registers may be held electronically 21
Four WebFiling WEBFILING Most CH filing can be completed online using their WebFiling system. You will need to register by following the instructions at the following link: ewf.companieshouse.gov.uk/ Simple 2-step registration process to apply for a Security Code (sent to you by email) and Authentication Code (sent by post to the registered office address) Authentication code = existing Companys signature PROOF - PROtected Online Filing prevents the filing of certain paper forms 22
Alexandra Whittaker Senior Associate Solicitor Charity Tel: 01225 326767 Email: aw@stoneking.co.uk Caroline Leviss Senior Associate Solicitor Corporate and Commercial Tel: 01225 326796 Email: crl@stoneking.co.uk 23
Charity company secretary slides stone king llp

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Charity company secretary slides stone king llp

  • 1. Governance and Company Secretary Forum 1
  • 2. Getting it right as a Charity Company Secretary London 6 November 2014 息 Stone King LLP 2
  • 3. Todays Plan Session one: Company Law Overview Session two: Articles of Association Session three: Role of the Company Secretary Session four: Companies House Filings Practical Guide 3
  • 4. One - Company Law Overview Charitable companies are normally companies limited by guarantee and do not allow distribution of profits to Members Charities have Members and Trustees (who are normally Directors) Charities are primarily governed by the Charities Act 2011 and the Companies Act 2006 4
  • 5. One Members Similar to the role of Members in a share company No shares are issued Guarantee to pay a certain amount on a winding up (normally 贈1.00 or 贈10.00) Membership not transferable No individual financial interests in the Charity Have control over the charity by passing resolutions 5
  • 6. One - Members Members Rights Approve major decisions such as: amending the articles of association changing the Charity name, except where delegated to directors under the articles removing a Trustee (by ordinary resolution and subject to certain statutory procedures) may appoint Trustees if allowed under the Articles substantial property transactions 6
  • 7. One - Members Members Rights cont. The Members also have the general right to: vote at general meetings and pass written resolutions receive notice of general meetings receive a copy of the annual accounts requisition (force the Trustees to call) a general meeting circulate a written statement to Members 7
  • 8. Two Members Resolutions Members Special Resolution at least 75% to pass Changing the name of the Charity Adopting new Articles Direction to act or refrain Members Ordinary Resolution Over 50% Reappointment of the Auditors Noting the Accounts Remove a Trustee (subject to statutory procedures) NB: Members may approve accounts when laid before them at a General Meeting but Trustees are ultimately responsible for their approval. 8
  • 9. One - Trustees Trustees Terminology Trustees are normally Directors of a charitable company Responsible for management and day to day running May delegate tasks subject to supervision (if articles allow) Exercise the powers of the Charity Comply with statutory duties 9
  • 10. One - Trustees Trustees Decision Making In a meeting decisions are normally taken by a majority vote Decisions can also be taken by written resolution, the articles normally require all of the Trustees to sign the resolution Decisions may be taken by other means as provided for in the articles including by electronic means 10
  • 11. One - Typical Decisions Members Decisions Amendment to the Articles of Association Change of Charity name Removal of Trustees (subject to some Companies Act formalities) Trustees Decisions Whether to enter into certain contracts Whether to employ certain persons Whether to make grants 11
  • 12. Two Articles of Association Memorandum or Articles? Changes under the 2006 Act Provisions of an existing memorandum (including the objects) are now provisions of the Charitys articles Charities are not required to amend their articles to reflect this change, but they may do this if they wish. If they wish to amend their memorandum in the future they may do so by amending their articles. If on amending articles, the provisions of the memorandum are not incorporated, ensure they are attached to the back of the articles, otherwise may be deemed to no longer apply 12
  • 13. Two Articles Important aspects of your Articles Objects These are the Charitys charitable purposes The Charity must not act outside of its objects Powers The powers sets out how the Charity may achieve its objects and should not ideally be included in the objects clause 13
  • 14. Two Articles Important aspects of your Articles Members How members are appointed and removed Is there a requirement to hold an AGM each year, if so how much notice and how often Notice period for other meetings Quorum for Members meetings How a meeting may be requisitioned by the Members Who will be the chairman Notice period for proxy votes How may a poll be demanded Note that in relation to Members written resolutions, they will be deemed passed once have requisite majority even if articles requires all Members to sign 14
  • 15. Two Articles Important aspects of your Articles Trustees How Trustees are appointed and removed Minimum and maximum number of Trustees, and special offices Retirement by rotation Notice period for meetings and the power to requisition a meeting Quorum for Trustees meetings Who will be the chairman and does the chairman have a casting vote Can decisions be taken electronically and should they be taken unanimously Procedure where there are conflicts 15
  • 16. Three - Company Secretarys Role Role of the Company Secretary Do you need a Company Secretary? Who can be a Company Secretary? Duties of Company Secretary 16
  • 17. Three - Company Secretarys Role 17 Do you need a Company Secretary? No legal requirement to have a company secretary in law, unless your articles require one If you do not officially appoint someone as company secretary at Companies House then someone else nominated by the Trustees needs to carry out the duties. Trustees are responsible to Companies House in the absence of a formally appointed company secretary Under company law a natural person or corporate body may be a company secretary
  • 18. Three - Company Secretarys Role 18 Duties of Company Secretary The Companies Act does not set out the roles, duties or responsibilities of a company secretary Generally a company secretary will be responsible for: Sending notices of Trustees and Members meetings Preparing the agenda for Trustees and Members meetings Ensuring that Trustees and Members meetings are carried out properly Writing up the minutes (statutory requirement) Updating and maintaining company books Filing relevant forms at Companies House
  • 19. Three - Company Secretarys Role 19 Responsibilities of Company Secretary Be clear what is expected of you will depend on internal arrangements within your charity
  • 20. Four Forms Companies House Forms Purpose Form No. Change of Accounting Reference Date AA01 Appointment of Director / Corporate Director AP01 / AP02 Appointment of Secretary / Corporate Secretary AP03 / AP04 Annual Return AR01 Change of Directors Details /Corporate Directors Details CH01 / CH02 Change of Secretarys Details / Corporate Secretarys Details CH03 / CH04 Termination of appointment of Director TM01 Termination of appointment of Secretary TM02 Forms can be downloaded from Companies House at the following link: www.companieshouse.gov.uk/forms/formsOnline.shtml 20
  • 21. Four Registers COMPANY REGISTERS Requirement to keep company books at the registered office or Single Alternative Inspection Location (SAIL) address. Company books include the following registers: register of members; register of directors; register of charges; register of directors residential addresses; register of secretaries, if appropriate; and other registers, if appropriate (including register of mortgages & register of debentures). All registers are public, bar residential addresses Registers may be held electronically 21
  • 22. Four WebFiling WEBFILING Most CH filing can be completed online using their WebFiling system. You will need to register by following the instructions at the following link: ewf.companieshouse.gov.uk/ Simple 2-step registration process to apply for a Security Code (sent to you by email) and Authentication Code (sent by post to the registered office address) Authentication code = existing Companys signature PROOF - PROtected Online Filing prevents the filing of certain paper forms 22
  • 23. Alexandra Whittaker Senior Associate Solicitor Charity Tel: 01225 326767 Email: aw@stoneking.co.uk Caroline Leviss Senior Associate Solicitor Corporate and Commercial Tel: 01225 326796 Email: crl@stoneking.co.uk 23