FORMS TO BE DELIVERED TO THE REGULATOR OF COMMUNITY INTEREST COMPANIES
To convert a charitable company in England, Wales or Scotland to a community interest company you need to deliver the following documents to the Registrar of Companies, with a fee:
(Click here for guidance on downloading forms)
1. Form CIC 37(English/Welsh Version) - Application to convert inclusive of declarations.
2.
Written consent to become a CIC from either the Charity Commission for charitable companies in England and Wales, or the Scottish Charity Regulator.
3.
A copy of the Special Resolution(s) :
-
stating the company should be a community interest company;
- to alter the company's articles to state that the company is to be a community interest company;
- to make such alterations of the articles of association as it considers necessary to comply with the requirements imposed by and by virtue of section 32 or otherwise appropriate in connection with becoming a community interest company; and
- to change the name of the company to one of the CIC designations community interest company / c.i.c. / community interest public limited company / community interest p.l.c. or the Welsh equivalent. 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.
4.
A printed copy of the Articles of Association , as altered. If you are not using one of the CIC model articles of association please click on the following: Important information.
5. Form NM01 - Notice of change of name by resolution
6. A cheque for £25 - made payable to Companies House.
7. Information for the Regulator
Registration – Criminal Records Bureau Checks (CRB)
It is the policy of the Regulator to seek confirmation that appropriate CRB checks are in place or will be put in place for anyone in the company who has contact with, or will be working with young and/or vulnerable people. Please ensure that you provide relevant details when submitting your application to become a community interest company – this can include a copy of a letter from a registered body or a letter that contains a disclosure reference number or a letter from you providing an assurance that the relevant checks will be obtained.
Explanatory notes and examples of how forms should be completed
- Example of a completed form CIC 37
- Models of Articles of Association with explanatory notes
Important Information
1. A community interest company must be a limited company; therefore, an unincorporated charity (including charitable trusts) cannot convert to a community interest company.
2.
On the conversion of a charitable company to a community interest company, 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.
3. It should be noted that the CIC could be appointed a charity trustee of the trust assets, the charity tax exemptions would not then be lost. The CIC, despite its own non-charitable status would be legally bound to execute the charitable trust in the same way as would any other charity trustee. However, a charity could not transfer its assets so that they became part of the corporate property of a CIC. That would be a non-charitable application, as the property would became capable of diversion to non-charitable objects (through an alteration of the CIC's objects) and the charity regulatory framework would be disapplied. This would involve a breach of trust, and could also have adverse tax consequences. However charities can make payments to non charitable organisations provided that the money is used for a charitable purpose, and the trustees remain responsible for ensuring that it is used for those purposes.
Registrars’ Addresses:
Registrar of Companies ( England & Wales) |
Registrar of Companies ( Scotland) |