OTHER CHAPTERS
I. SETTING UP AN ORGANISATION
Ch.1: Trusts & unincorporated associations
Ch.2: Companies & other incorporated structures
Ch.3: Charitable status, charity law & regulation
Ch.4: The objects clause
Ch.5: The governing document
Ch.6: Setting up an organisation
Ch.7: Registering as a charity
Ch.8: The organisation's name
Ch.9: Branches, subsidiaries, partnerships & mergers
II. GOVERNANCE & MEMBERSHIP
Ch.10: Members of the organisation
Ch.11: Members of the governing body
Ch.12: Officers, committees & sub-committees
Ch.13: Duties & powers of the governing body
Ch.14: Restrictions on expenses, remuneration & benefits
III. RUNNING AN ORGANISATION
Ch.15: The registered office and other premises
Ch.17: Meetings & decision making
Ch.18: Legal agreements
Ch.19: Organisational & personal liability
Ch.20: Insurance
Ch.21: Financial difficulties & winding up
IV. EMPLOYEES, WORKERS, VOLUNTEERS & OTHER STAFF
Ch.22: Employees and other workers
Ch.23: Rights, duties & the contract of employment
Ch.24: Model contract of employment
Ch.25: Equal opportunities in employment
Ch.26: Taking on new employees
Ch.27: Pay & pensions
Ch.28: Working time & leave
Ch.29: Disciplinary matters, grievances & whistleblowing
Ch.30: Termination of employment
Ch.31: Redundancy
Ch.32: Employer-employee relations
Ch.33: Employment claims & settlement
Ch.34: Self-employed workers & other contractors
Ch.35: Volunteers
V. SERVICES & ACTIVITIES
Ch.36: Health & safety
Ch.37: Equal opportunities in provision of goods & services
Ch.38: Confidentiality, privacy, data protection & freedom of information
Ch.39: Intellectual property
Ch.40: Publications & publicity
Ch.41: Campaigning & political activities
Ch.42: Public gatherings & entertainment
Ch.43: Food & drink
VI. FUNDING & FUNDRAISING
Ch.44: Funding & fundraising: General rules
Ch.45: Fundraising activities
Ch.46: Tax-effective giving
Ch.47: Trading companies
Ch.48: Contracts & service agreements
VII. FINANCE
Ch.49: Financial procedures & records
Ch.50: Annual accounts, reports & returns
Ch.51: Auditors
Ch.52: Corporation tax, income tax & capital gains tax
Ch.53: Value added tax
Ch.54: Investment & reserves
Ch.55: Borrowing
VIII. PROPERTY
Ch.56: Land ownership & tenure
Ch.57: Acquiring & disposing of property
Ch.58: Business leases
Ch.59: Property management & the environment
IX. BACKGROUND TO THE LAW
Ch.60: How the law works
Ch.61: Dispute resolution & litigation
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UPDATED INFORMATION FOR CHAPTER 16:
VOLUNTARY SECTOR LEGAL HANDBOOK
This page contains information that has appeared on Sandy Adirondack's legal update website for voluntary organisations at www.sandy-a.co.uk/legal.htm. For current updates, including potential changes that are in the pipeline, see the legal update website.
These websites for each chapter update
the 2nd edition of The Voluntary Sector Legal Handbook by Sandy Adirondack and James Sinclair Taylor (Directory of Social Change, 2001). The websites are not intended as a comprehensive update and should not be treated as such.
To order a copy of The Voluntary Sector Legal Handbook, print out the order form at www.sandy-a.co.uk/bookserv.htm or send an email order by clicking
. It costs £50 for voluntary organisations or £80 for others, plus 10% p&p. We expect the third edition to be published in 2007.
The information here covers the law applicable to England and Wales. It may not apply in Northern Ireland and/or Scotland. These news items are not a full or definitive statement of the law and are not intended as a substitute for professional legal advice. No responsibility for loss occasioned as a result of any person acting or refraining from acting can be taken by the author.
Chapter 16
PAPERWORK REQUIREMENTS
DISCLOSURE OF COMPANY DETAILS
Added 10/1/07. This information updates s.16.1.1 in The Voluntary Sector Legal Handbook 2nd edition.
From 1 January 2007, the Companies Act 1985 rules relating to the information that must be on company documents are amended and explicitly extended to include order forms, electronic documents and websites.
Business letters and order forms—whether in hard copy, electronic or other form—and all of the company's websites must include the company's full name, its place of registration, its company number, the address of its registered office, and in the case of company exempt from the requirement to use "limited" as part of its name, the fact that it is a limited company.
These details do not need to be on every page of a website, but they do need to be "legible", which means they can't be in tiny print.
Many emails that go out of the company are likely to be classed as business letters, so all outgoing emails should include a footer with all the required disclosures.
The company's full name, but not the other details, must be on all of its notices (of meetings etc) and other official publications, cheques, orders for money or goods purporting to be signed by or on behalf of the company, bills of exchange, promissory notes, invoices, receipts, bills of parcels and letters of credit—whether in hard copy, electronic or other form.
Where a company is being wound up, whether voluntarily or by the court, a statement that it is being wound up must be included on every invoice, order for goods, business letter or order form—whether hard copy, electronic or any other form—and all of its websites.
The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 are at www.opsi.gov.uk/si/si2006/20063429.htm.
Note that these are only the Companies Act provisions. Other information may need to be on these and other documents and on websites, for example charitable status, VAT registration number, information required by the Consumer Protection (Distance Selling) Regulations 2000 and Electronic Commerce Regulations 2002, registration with regulatory bodies ....
COMPANIES ACT 2006 CHANGES
For changes relating to company registers of members and directors in the Companies Act 2006, see www.sandy-a.co.uk/vslh/02incorp.htm.
HORROR STORY ABOUT SIGNING COMPANY CHEQUES
Added 26/10/05. This information adds to s.16.1.1 in The Voluntary Sector Legal Handbook 2nd edition.
Many people believe that all the tedious rules about what has to be on company and/or charity documents, websites, emails etc aren't worth bothering about. But failure to comply can have serious implications, in particular in relation to companies. The Companies Act 1985 s.349 says that a person who signs a company's business letter or cheque or authorises it to be signed, or orders goods, can be fined if the letter, cheque or order does not contain the company's full legal name, exactly as on the certificate of incorporation (capitalisation can be ignored). In addition, the person signing a cheque or ordering goods can be held personally liable for the cheque or order unless the company honours the cheque or pays for the goods. In the case of Florentino v Farnesi in 2004, the directors of Portofino Collections (London) Limited signed cheques that did not include the word Limited and were held to be personally liable for the cheques.
Requirements relating to disclosure of status are in chapter 16 in The Voluntary Sector Legal Handbook. Remember that emails can be classed as business letters.
CHANGES IN INDUSTRIAL AND PROVIDENT SOCIETY LAW
Updated 26/10/05. This information updates ss.2.4, 4.7.2, 5.4.18 and 16.1.2 in The Voluntary Sector Legal Handbook 2nd edition.
The Co-operatives and Community Benefit Societies Act 2003 has changed industrial and provident society law to bring it more into line with company law. From 1 April 2004 the very strict I&PS rules voiding (invalidating) all acts outside the I&PS's or committee's powers were eased. From the same date, where the name of a charitable I&PS does not include the word "charity", "charitable" or the Welsh equivalents, the fact that it is charitable must be stated on business letters, notices, advertisements, cheques, orders, invoices, receipts etc. From 20 October 2003 I&PSs no longer need to have a seal.
When the appropriate regulations are agreed--expected to take effect from 1 December 2005--it will be possible for non-charitable community benefit societies to "lock in" assets so they cannot be distributed to members, but must always be used for the benefit of the community. (Charitable community benefit societies are already subject to an asset lock under charity law, as are community interest companies.)
The Act is at www.opsi.gov.uk/acts/acts2003/20030015.htm, and explanatory notes are at www.opsi.gov.uk/acts/en2003/2003en15.htm.
DISCLOSURE OF DETAILS OF CHARITIES REGISTERED IN SCOTLAND
Added 21/5/07. This information updates s.16.1.4 in The Voluntary Sector Legal Handbook 2nd edition.
A charity registered in Scotland must include its registered number, full name as registered, any other name by which it is known, and (if its registered name does not include 'charity' or 'charitable', the fact that it is a charity on all of the following documents issued or signed on behalf of the charity after 31 March 2008: business letters and emails; advertisements, notices and official publications; documents which solicit money or other property for the benefit of the charity; bills of exchange, promissory notes, endorsements and orders for money or goods; bills rendered; invoices, receipts and letters of credit; annual accounts; educational or campaign documentation; conveyances; and contract documentation.
Websites are not explicitly listed but good practice would be to put the details on all websites (but not necessarily on every page, unless perhaps the page falls into one of the above categories).
For charities registered after 31 September 2007, the requirement comes into force six months after the date of registration.
The Charities References in Documents (Scotland) Regulations 2007 are at www.opsi.gov.uk/legislation/scotland/ssi2007/20070203.htm.
FILING COMPANY FORMS ON THE WEB
Added 21/9/03. This information updates ss.11,4, 15.1.3 and 16.3.2 in The Voluntary Sector Legal Handbook 2nd edition.
Companies House now allows the following forms to be filed on the web rather than on paper: 288a (appointment of director), 288b (resignation of director), 288c (change of information about a director), 287 (change of registered office), 353 (change in where the register of company members is kept), 353a (change in where a non-legible, i.e. electronic, register of members is kept), and some other forms that are unlikely to be used by voluntary sector companies. Further information is available under webfiling at www.companieshouse.gov.uk.
COMPANY DIRECTORS' RESIDENTIAL ADDRESSES
Added 21/6/02. This information updates s.16.3.4.1 in The Voluntary Sector Legal Handbook 2nd edition.
Company law requires company directors and secretaries to disclose their residential address on form 10 (first directors and secretary of a new company) and 288a (all subsequent directors and secretaries). The address becomes a matter of public record, available at Companies House and in the company's own register of directors and secretaries. The public availability of home addresses has deterred some organisations from registering as companies.
From 2 April 2002, company directors and secretaries can apply to Companies House for a confidentiality order, under which their residential address will be kept confidential. Such orders will be granted only if the person can show that they--or someone who lives with them--faces actual or serious risk of violence or intimidation.
New forms 10, 288a and 288c have been issued. A person granted a confidentiality order must use the new forms. Others can continue to use the old forms.
Further information is available from Companies House, and the new forms are available from Companies House or at
www.companieshouse.gov.uk. The Companies (Particulars of Usual Residential Address)(Confidentiality Orders) Regulations 2002 are at
www.opsi.gov.uk/si/si2002/20020912.htm.
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