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| Business Start-Up: Legal Requirements | | |
 A private company limited by guarantee in England and Wales must have at least one director, one member, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be members.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act, there is no restriction on any or all of the members being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
A guarantee company can hold property, and can borrow money in its own name.
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Company Formation Home Page >> Companies Limited by Guarantee, Information on Guarantee Companies Registration >> Charities & Fund-Raising | 
| 1. Non-profit company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies limited by guarantee must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. They have legal identities separate from its members.
9. Individual members are almost totally protected against liability.
10. They can buy and sell property in the name of the organisation.
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- UK GUARANTEE COMPANY FORMATION, INCORPORATE CHARITABLE COMPANY UK, Charity Companies are Companies Limited by Guarantee, set up with charitable aims. Your Charity Company may raise funds but may not "permanently trade"). Earnings are dedicated to the company’s "charitable objects". ( NB It is common for Charities to form Trading Companies to "permanently trade" and create extra earnings for the charity). It will instead have members (trustees), who have agreed to oversee the running of the company and to subscribe to a nominal guarantee. Your liability as a trustee (member) is limited to the nominal guarantee (usually 1.00). Each trustee has just one vote. As a Charity, you will need approval from the Charity Commission. They recommend that you register the company before formally applying for charitable status. However it is wise to visit their website as you are formulating your ideas. The Charity Commission is the regulator and registrar of Charities in England and Wales. They aim to help Charities perform effectively, and monitor their compliance. A charity registration implies credibility and integrity for your company. If you wish to use the word "Charity" as part of your company name, Companies House may require prior, written approval from the Charity Commission. If you want to become familiar with the description and the contents of British guarantee company registration packages, offered by Coddan and to find above, what kind of service is included in this or that English guarantee company incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the UK non-profit company incorporation, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
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CHOOSING HOW TO FUND-RAISEThe choice of fund-raising methods is a matter for trustees to decide. However, charities need to be alert and sensitive to public opinion and criticism. Fund-raising methods which meet with disapproval can damage the charity and reduce public confidence in the sector as a whole.
It is essential to spend time before undertaking any fund-raising exercise to develop a strategy: some forms of fund-raising can be costly and it is important to be sure that the costs will be justified in terms of a realistic return. The strategy will need to cover the following points.
The need for funds - are funds required for a special project or part of the charity's rolling programme of work? How much is needed? Would it be possible to collaborate with other charities operating in the same field to meet the need?
Possible sources of funding - for example, grants from local or central Government, grant-making charities or companies.
The resources available to support fund-raising - fund-raising costs money. Costs can range from producing appeal literature to employing a professional fund-raiser and organising fund-raising events.
The proportion of gross receipts which will be left after fund-raising costs have been met. We strongly recommend that trustees agree, in advance, the likely proportion of the gross receipts which will be spent on the costs of fund-raising. Actual performance needs to be monitored against that target and the trustees should satisfy themselves that the expenditure is justified.
Before committing expenditure to fund-raising it may be useful to obtain advice from an appropriate professional or specialist. The Institute of Fund-raising and the National Council for Voluntary Organisations keep lists of freelance fund-raisers and consultants. The Wales Council for Voluntary Action holds a database of trainers and consultants.
ACCOUNTING FOR FUND-RAISINGThe costs of fund-raising are a legitimate matter of public interest. Trustees should ensure that these costs are shown properly in the accounts. They include publicity costs associated with fund-raising or raising the profile of the charity. They do not include costs of purely educational material produced by the charity as a way of achieving its purposes.
APPEALS FOR FUNDSWhatever type of appeal is chosen by trustees to raise funds there are certain points which trustees should bear in mind.
The purpose of the appeal should be clearly expressed. Where the appeal is for general funds then any specific project mentioned in the appeal document should be clearly identified as an example of the charity's work. Care needs to be taken so as not to mislead donors into thinking that their money will only be used for a particular project identified in the appeal literature where this is not the case.
If the appeal is for a specific project then it is very important that there are plans to deal with any unspent money and that these are reflected in the fund-raising document. This will enable trustees to deal with any surplus funds that are raised over the appeal target or if the appeal fails to apply the money which was raised.
We recommend that any funds raised for a special appeal be accounted for separately. One way to do this is to arrange for a separate bank account.
All contributions, as far as possible, need to be made directly to the charity and be under the control of the trustees. Where possible set an end date for the appeal.
FUND-RAISING FOR HEALTH SERVICE BODIES OR LOCAL AUTHORITIESWe recommend that, before arrangements for an appeal are finalised, the fund-raisers discuss with the receiving body the terms upon which the appeal funds will be transferred.
Unless specific terms are agreed that are consistent with the terms of the appeal itself, a fund-raising campaign to provide capital equipment or buildings will have fulfilled its charitable purposes once the equipment or buildings have been provided. Donors will then have no control over the subsequent use of the equipment or buildings which they have purchased, or have assisted in purchasing, even if it is proposed to sell or demolish them soon afterwards. We recommend that any conditions on the future use of the gift be agreed with the receiving body before making the appeal.
RETURNING APPEAL MONEY WHERE INSUFFICIENT FUNDS ARE RAISEDIf your charity has made a public appeal by asking for money for a specific project (for example, a new village hall) and insufficient funds are raised, then unless the appeal specified what would happen to any unused money, it is your duty to try to return any money given by identifiable donors. People who have put money into collecting boxes are presumed to be unidentifiable donors. Money raised by lotteries, competitions etc is also presumed to have been given by unidentifiable donors. Regulations made under the Charity 1993 Act (The Charities (Cyprus Advertisements, Inquiries and Disclaimer) Regulations 1993), explain the research which needs to be carried out to locate donors who are considered to be capable of being identified.
The precise form of words to be used is contained in the Regulations. When the research is complete the procedure is as follows:
Where the donor can be found but does not want their money back they must sign a disclaimer. If there is money left over after advertising to find the donors and after paying identified donors who did not disclaim, we will have to make a Scheme to enable the money to be used for other charitable purposes in the future. These purposes will be similar to the purposes for which the money was raised in the first place.
A reserve fund must be maintained for six months after the Scheme has been made to meet the claims of donors who come forward during that period.
FUND-RAISING EVENTS AND TAXNot all fund-raising events undertaken by charities will be tax exempt. Equally not all events on which there is no tax to pay can be undertaken by charities.
IS THERE TAX TO PAY ON A FUND-RAISING EVENT? Since 1 April 2000, charities no longer have to deal separately with the Inland Revenue and Customs and Excise to determine whether fund-raising events qualify for exemption. If the event meets the criteria for VAT exemption, then they will automatically qualify for the purposes of the exemption from Income Tax and Corporation Tax. The Charity Commission cannot give detailed advice on these matters: charities should approach either of these departments on matters of taxation.
Under the Value Added Tax (Fund-Raising Events by Charities and Other Qualifying Bodies) Order 2000, there are three key elements in deciding whether there is tax to pay on a fund-raising event. These are:
The event must be organised and promoted exclusively to raise money for the benefit of a charity, or another qualifying body. "Other qualifying bodies" include a charity's wholly owned non-charitable trading subsidiary. The event must be one that can be held for fund-raising purposes. There is a limit to the number of events of the same kind at any one location in any one financial year of the charity.
CAN THE CHARITY UNDERTAKE THE EVENT? A charity's assets have been given for its charitable purposes, and should not be exposed to any serious or substantial risk of loss from fund-raising activities. Risks which might be acceptable commercially will not necessarily be acceptable for a charity to undertake directly.
We therefore strongly advise trustees to take appropriate professional advice before undertaking significant fund-raising events. This is particularly the case if the turnover of the event is likely to exceed the higher of either £ 5,000 or 25% of the charity's income, subject to an overall limit of £ 50,000. It will normally be appropriate for all larger scale activities to be conducted by a trading subsidiary rather than the charity itself.
For example, large scale events such as celebrity concerts, sporting events etc can be a valuable way of raising funds. Experience shows however that they are also risky, and charity trustees should not normally undertake such activities within the charity. Instead, they can be carried out by a trading subsidiary of the charity, and the charity protected from the risk of loss. So charities can still take full advantage of the favourable tax regime a wholly owned trading subsidiary of the charity that pays all its profits to charity will be taxed in the same way as a charity.
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Tax Planning Through The UK Charity
Charities & Fund-Raising
£ 42.00
This is our most popular package with UK residents, and includes:
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
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