Companies (Audit, Investigations and Community Enterprise) Act 2004

• (1) An application to become a community interest company must be accompanied by—

• (a) a copy of the special resolutions,

• (b) a copy of the company’s articles as proposed to be amended, and

• (c) the prescribed conversion documents.

• (2) The “prescribed conversion documents” means such declarations or statements as are required by regulations to accompany the application, in such form as may be approved in accordance with the regulations.

• (3) On receiving an application to become a community interest company together with the other documents required to accompany it, the registrar of companies must (instead of recording the documents and entering a new name on the register)—

• (a) forward a copy of each of the documents to the Regulator, and

• (b) retain the documents pending the Regulator’s decision.

38A

• (1) If the Regulator gives notice of a decision that the company is eligible to become a community interest company, the registrar of companies must—

• (a) proceed in accordance with section 80 of the Companies Act 2006 (change of name: registration and issue of new certificate of incorporation), and

• (b) if the registrar enters the new name of the company on the register, retain and record the documents mentioned in section 37C(3).

• (2) The new certificate of incorporation must state—

• (a) that it is issued on the company’s conversion to a community interest company,

• (b) the date on which it is issued, and

• (c) that the company is a community interest company.

• (3) On the issue of the certificate—

• (a) the company by virtue of the issue of the certificate becomes a community interest company, and

• (b) the changes in the company’s name and articles take effect.

• (4) The certificate is conclusive evidence that the company is a community interest company.

• (5) If the Regulator decides that the company is not eligible to become a community interest company, the company may appeal to the Appeal Officer against the decision.

Ceasing to be a community interest company

Removal of director

54A

• (1) Where special resolutions have been passed with a view to a company ceasing to be a community interest company and becoming a charity, an application to the court for the cancellation of the resolutions may be made—

• (a) by the holders of not less in the aggregate than 15% in nominal value of the company’s issued share capital or any class of the company’s issued share capital (disregarding any shares held by the company as treasury shares);

• (b) if the company is not limited by shares, by not less than 15% of its members; or

• (c) by the holders of not less than 15% of the company’s debentures entitling the holders to object to an alteration of its objects;

but not by a person who has consented to or voted in favour of the resolutions.

• (2) The application—

• (a) must be made within 28 days after the date on which the resolutions were passed or made (or, if the resolutions were passed or made on different days, the date on which the last of them was passed or made), and

• (b) may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose.

• (3) On the hearing of the application the court shall make an order either cancelling or confirming the resolutions.

• (4) The court may—

• (a) make that order on such terms and conditions as it thinks fit,

• (b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and

• (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement.

• (5) The court’s order may, if the court thinks fit—

• (a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company’s capital; and

• (b) make such alteration in the company’s articles as may be required in consequence of that provision.

• (6) The court’s order may, if the court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the court.

54B

• (1) On making an application under section 54A (application to court to cancel resolutions) the applicants, or the person making the application on their behalf, must immediately give notice to the registrar of companies.

This is without prejudice to any provision of rules of court as to service of notice of the application.

• (2) On being served with notice of any such application, the company must immediately give notice to the registrar.

• (3) Within 15 days of the making of the court’s order on the application, or such longer period as the court may at any time direct, the company must deliver to the registrar a copy of the order.

• (4) If a company fails to comply with subsection (2) or (3) an offence is committed by—

• (a) the company, and

• (b) every officer of the company who is in default.

• (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

54C

• (1) An application to cease to be a community interest company and become a charity must be accompanied by—

• (a) a copy of the special resolutions,

• (b) a copy of the company’s articles as proposed to be amended, and

• (c) the statement required by subsection (2).

• (2) The statement required is—

• (a) where the company is to become an English charity, a statement by the Charity Commission that, in its opinion, if the proposed changes take effect the company will be an English charity and will not be an exempt charity;

• (b) where the company is to become a Scottish charity, a statement by the Scottish Charity Regulator that if the proposed changes take effect the company will be entered in the Scottish Charity Register;

• (c) where the company is to become a Northern Ireland charity, a statement by the Commissioners of Her Majesty’s Revenue and Customs that the company has claimed exemption under a relevant provision of Part 11 of the Corporation Tax Act 2010.

• (3) In subsection (2)(a) exempt charity” has the same meaning as in the Charities Act 2011 (see section 22 of that Act).

• (3A) For the purposes of subsection (2)(c) all the provisions of Part 11 of the Corporation Tax Act 2010 under which exemption may be claimed are relevant provisions except—

• (a) section 480 (exemption for profits of small-scale trades), and

• (b) section 481 (exemption from charges under provisions to which section 1173 applies).

• (4) On receiving an application to cease to be a community interest company and become a charity, together with the other documents required to accompany it, the registrar of companies must (instead of recording the documents and entering a new name on the register)—

• (a) forward a copy of each of the documents to the Regulator, and

• (b) retain the documents pending the Regulator’s decision.

55A

• (1) If the Regulator gives notice of a decision that the company is eligible to cease being a community interest company, the registrar of companies must—

• (a) proceed in accordance with section 80 of the Companies Act 2006 (change of name: registration and issue of new certificate of incorporation), and

• (b) if the registrar enters the new name of the company on the register, retain and record the documents mentioned in section 54C(4).

• (2) The new certificate of incorporation must state—

• (a) that it is issued on the company’s ceasing to be a community interest company, and

• (b) the date on which it is issued.

• (3) On the issue of the certificate—

• (a) the changes in the company’s name and articles take effect, and

• (b) the company ceases to be a community interest company.

• (4) If the Regulator decides that the company is not eligible to cease being a community interest company, the company may appeal to the Appeal Officer against the decision.

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18A

• (1) The Secretary of State may by order or regulations provide for the exemption from liability in subsections (3) and (4) to apply to specified bodies or persons (referred to in this section as “exempt persons”).

• (2) The order or regulations may provide for the exemption to apply subject to specified conditions or for a specified period.

• (3) Neither the exempt person, nor any person who is (or is acting as) a member, officer or member of staff of the exempt person, is to be liable in damages for anything done, or omitted to be done, for the purposes of or in connection with—

• (a) the carrying on of those section 16(2) activities of the exempt person that are specified in relation to that person, or

• (b) the purported carrying on of any such activities.

• (4) Subsection (3) does not apply—

• (a) if the act or omission is shown to have been in bad faith, or

• (b) so as to prevent an award of damages in respect of the act or omission on the grounds that it was unlawful as a result of section 6(1) of the Human Rights Act 1998 (acts of public authorities incompatible with Convention rights).

• (5) In this section—

• “section 16(2) activities” means activities concerned with any of the matters within section 16(2);

• “specified” means specified in an order or regulations under this section.

• (6) Orders and regulations under this section—

• (a) are to be made by statutory instrument;

• (b) may make different provision for different cases;

• (c) may make transitional provision and savings.

• (7) A statutory instrument containing an order or regulations under this section is subject to annulment in pursuance of a resolution of either House of Parliament, subject to subsection (8).

• (8) An order or regulations under this section may be included in a statutory instrument which may not be made unless a draft of the instrument is laid before, and approved by a resolution of, each House of Parliament.

Exemption from liability

Offences

Repeals and revocations

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