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?
- Companies House is part of the Department for Business, Innovation and Skills. It provides information and guidance on the registration of all UK limited companies; examines and stores company information; and makes this information available to the public.
Tel: 0303 1234 500
- NICVA's Governance and Charity Advice Service provides free advice and training to voluntary and community groups who wish to set up a company limited by guarantee as well as practical assistance in drawing up the memorandum and articles of association.
Tel: 028 9087 7777
- Invest NI - provide training, advice and support to community and voluntary groups who wish to start a business. They also provide the NIBusinessInfo website, with information and advice for NI businesses.
Website: www.investni.com and www.nibusinessinfo.co.uk
Tel: 028 9023 9090
- More on companies limited by guarantee
- More on the responsibilities of company directors