Company Law Help! Sheet

If your organisation is set up as a limited company, it is bound by the Companies Act 2006 and the Companies (NI) Orders 1986-1990. This legislation lays down rules and procedures for companies concerning administration, reporting, disclosure of company details and accounting.

The Management Committee/Board of a charitable company are usually also the Company Directors, bringing additional legal responsibilities.

Limited companies can include a company limited by guarantee, a company limited by shares or a community interest company. Your company may or may not also be a charitable organisation.

Summary of statutory requirements

The main statutory requirements for charitable companies are explained in NICVA's Advice Note on Running a Charitable Company. These requirements are summarised below:

Administration and reporting requirements include:

  • Submit an annual return to Companies House
  • Keep Registers of Members, Directors, Company Secretaries & Charges
  • Keep a Minute Book
  • Follow certain rules on holding meetings (e.g. AGM) and appointing Directors and Secretaries

Rules on disclosure of company details :

  • Display company name at registered office
  • All written communications (e.g. letter, invoice, fax, email etc) must include
  • The full registered company name;
  • Place of registration (e.g. registered in Northern Ireland);
  • Registration number (e.g. company limited by guarantee NI 12345);
  • Address of the registered office; and
  • For a company that does not use 'limited' as part of its name, it must state that it is a limited company.

Accounting and audit requirements:

  • Submit annual accounts to Companies House in line with specified procedures
  • Undergo audit if required, based on company turnover.

New legislative requirements

The Companies Act 2006 brings all UK companies under the same legal regime.

All NI companies, for example, will now be registered with and report to Companies House (previously Companies Registry NI).

This and other legislative changes will all be in force by October 2009.

Make sure you are up to date! Have a look at....

Where can I get further information and advice?

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