I. THE ORGANISATION
Ch.1: Setting up an organisation
Ch.2: Unincorporated organisations
Ch.3: Incorporated organisations
Ch.4: Charitable status, charity law & regulation
Ch.5: The organisation's objects
Ch.6: The organisation's name
Ch.7: The governing document
Ch.8: Registering as a charity
Ch.9: Branches, subsidiaries & group structures
Ch.10: Changing legal form
Ch.11: Collaborative working, partnerships and mergers
Ch.12: Members of the organisation
Ch.13: Members of the governing body
Ch.14: Officers, committees & sub-committees
Ch.15: Duties & powers of the governing body
Ch.16: Restrictions on payments & benefits
Ch.17: The registered office & other premises
Ch.19: Meetings, resolutions & decision making
Ch.20: Assets & agency
Ch.21: Contracts & contract law
Ch.22: Risk & liability
Ch.24: Financial difficulties & winding up
III. EMPLOYEES, WORKERS, VOLUNTEERS & OTHER STAFF
Ch.25: Employees & other workers
Ch.26: Rights, duties & the contract of employment
Ch.27: Model contract of employment
Ch.28: Equal opportunities in employment
Ch.29: Taking on new employees
Ch.30: Pay & pensions
Ch.31: Working time, time off & leave
Ch.32: Rights of parents & carers
Ch.33: Disciplinary matters, grievances & whistleblowing
Ch.34: Termination of employment
Ch.36: Employer-employee relations
Ch.37: Employment claims & settlement
Ch.38: Self employed & other contractors
IV. SERVICES & ACTIVITIES
Ch.40: Health & safety
Ch.41: Safeguarding children & vulnerable adults
Ch.42: Equal opportunities: goods, services & facilities
Ch.43: Data protection & use of information
Ch.44: Intellectual property
Ch.45: Publications, publicity & the internet
Ch.46: Campaigning & political activities
Ch.47: Public events, entertainment & licensing
V. FUNDING & FUNDRAISING
Ch.48: Funding & fundraising: General rules
Ch.49: Fundraising activities
Ch.50: Tax-effective giving
Ch.51: Trading & social enterprise
Ch.52: Contracts & service agreements
Ch.53: Financial procedures & security
Ch.54: Annual accounts, reports & returns
Ch.55: Auditors & independent examiners
Ch.56: Corporation tax, income tax & capital gains tax
Ch.57: Value added tax
Ch.58: Investment & reserves
Ch.60: Land ownership & tenure
Ch.61: Acquiring & disposing of property
Ch.62: Business leases
Ch.63: Property management & the environment
VIII. BACKGROUND TO THE LAW
Ch.64: How the law works
Ch.65: Dispute resolution & litigation
UPDATED INFORMATION FOR CHAPTER 18:
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.
To avoid spamming, an email address is not given on screen. If you can't see the word 'here' or have trouble sending an email by clicking on it, the address is bookservice at sandy-a.co.uk, with the spaces and 'at' replaced by the @ symbol.
These websites for each chapter update
the 3rd edition of The Russell-Cooke Voluntary Sector Legal Handbook by James Sinclair Taylor and the Charity Team at Russell-Cooke Solicitors, edited by Sandy Adirondack (Directory of Social Change, 2009). The websites are not intended as a comprehensive update and should not be treated as such.
To order a copy of The Russell-Cooke 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 £60 for voluntary organisations or £90 for others, plus 10% p&p.
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.
COMMUNICATION AND PAPERWORK
The items below formerly appeared on the legal update website for voluntary organisations and are archived here. The content may be out of date and links may not work. For current updates to the chapter, see the legal update website for voluntary organisations at www.sandy-a.co.uk/legalstatus.htm.
INDUSTRIAL & PROVIDENT SOCIETY: WEBSITES AND ELECTRONIC COMMUNICATIONS
Added 26/3/11. This information updates s.18.1.2 in The Russell-Cooke Voluntary Sector Legal Handbook (VSLH3).
From 6 April 2011 the Mutual Societies (Electronic Communications) Order 2011 allows industrial and provident societies (now called community benefit societies and co-operatives) to use electronic communications, and requires specified information to be shown on websites and electronic communications.
The society's full name must be shown in all business correspondence and documentation that is in electronic form, and on all of its websites. Where the name of a society that is charitable does not include the word charity or charitable or the Welsh equivalents, the fact that is is a charity must be stated in electronic business correspondence and documentation and on websites. "Websites" include not only the society's own websites, but also the section of any other website where the society placed, or authorised to be placed, information relating to the society.
It is an offence for an officer of a society, or a person acting on behalf of an officer, to issue electronic (or paper) communications or authorise websites that do not include the required information.
INSPECTION OF COMPANY REGISTERS
AND SINGLE ALTERNATIVE INSPECTION LOCATION
Updated 9/1/09. This information is included in s.18.5 in The Russell-Cooke Voluntary Sector Legal Handbook (VSLH3).
From 1 October 2009 a company's statutory records its registers of members, directors, secretaries, charges and debentures; index of members; directors' service contracts and indemnities; and minutes books may be kept either at the registered office or at a single alternative inspection place (referred to as a SAIL). Companies House must be notified which records are kept at the SAIL and which at the registered office, and the company's name must be visible on the SAIL.
Any company member or member of the public wishing to exercise their right to inspect the records which are open to the public (the registers of members, directors, secretaries, charges and debentures), or company member wishing to inspect the public registers, directors' service contracts or directors' indemnities, must give advance notice to the company. This must be given at least 10 working days before they want to inspect the records, or at least two days during the notice period for a general meeting, the time while a written resolution is being considered, or when a liquidator, administrator, receiver or manager of the company’s property has been appointed. The notice must specify the date and time the person wants to inspect the records, which must be between 9am and 3pm, and the records must be made available to the person for at least two hours from that time.
Special provisions apply to requests by members of the public to inspect the register of members [see below].
If a person requests a copy of the records in hard copy (on paper) the company must provide it in that form. If the person requests an electronic copy the company may choose to provide it in this form, or if the record is held only as hard copy, the company can provide it as hard copy. A company cannot be required to provide the information in a different order, structure or form than how it is normally kept.
The Companies (Company Records) Regulations 2008 are at www.opsi.gov.uk/si/si2008/plain/uksi_20083006_en.
From 1 October 2009 the maximum that can be charged for inspection of a company's register of directors, register of secretaries, or register of charges is £3.50 per hour or part of an hour while the person is inspecting the registers. The Companies (Fees for Inspection of Company Records) Regulations 2008 are at www.opsi.gov.uk/si/si2008/plain/uksi_20083007_en.
The fees for copying from the register of members and from other company records went up from 1 October 2007. They are in the Companies (Fees for Inspection and Copying of Company Records) Regulations 2007 at www.opsi.gov.uk/si/si2007/20072612.htm.
CHANGES TO COMPANY FORMS AND FILING
Updated 16/10/12. This information updates ss.18.5, 54.3.8 & 54.3.11 in The Russell-Cooke Voluntary Sector Legal Handbook (VSLH3).
In November 2010, Companies House announced that it expected all incorporations and filings of annual returns, accounts and the main company changes for most types of company to be done electronically by March 2013. However, it announced in September 2011 that because of the government's commitment not to increase the regulatory burden on small businesses, mandatory electronic filing would not go ahead at present. Instead, Companies House will encourage electronic filing, particularly for annual accounts, and will reconsider mandatory electronic filing when the moratorium on new regulation for small businesses ends in 2014.
An application to make a director's residential address unavailable for public inspection (forms SR01-SR03) went up in April 2011 from £15 to £55. At the same time the fee for monitoring a company was removed.
A full list of Companies House forms can be accessed via tinyurl.com/6q5hrv2, and a full list of fees via tinyurl.com/7gkf2ku.
From 6 April 2011, Companies House allows mistakes made since 1 October 2009 on certain forms to be corrected by submitting another form, called a second filing. Each second filing must be accompanied by a form RP04. The forms which can be corrected are:
With a second filing, the original (incorrect) form remains registered at Companies House register. Separate action is needed to remove it from the register.
Companies House searches
AP01, AP02, AP03, AP04: appointment of director, corporate director, secretary or corporate secretary;
CH01, CH02, CH03, CH04: change of details of director, corporate director, secretary or corporate secretary;
TM01, TM02: termination of appointment of director or secretary;
SH01: return of allotment of shares;
From 1 October 2012, there is no longer a £1 charge for the company appointment report, which includes the incorporation date and registered office address, key filing dates, company status details, company secretary and directors (excluding business occupation), and recent filing history.
The October 2012 changes to fees are in the Registrar of Companies (Fees)(Companies,Overseas Companies and Limited Liability Partnerships) Regulations 2012 at www.legislation.gov.uk/uksi/2012/1907/made.
COMPANY DIRECTORS' ADDRESSES
Updated 9/1/10. This information is included in s.18.5.4 in The Russell-Cooke Voluntary Sector Legal Handbook (VSLH3).
From 1 October 2009 all new directors must provide the company and Companies House with a service address (an address where legal papers may be served), as well as their usual residential address, when they file form AP01 (appointment of company director). The service address can be their residential address, the company's registered address or another address (but not a PO box). The service address is shown in the register of directors and in the company's public records at Companies House. In addition all companies must now keep a register of directors' residential addresses, but unlike the register of directors, this is protected information and must not be open to the public (Companies Act 2006 ss.240-246).
An existing director who wants to use a service address can notify Companies House on form CH01 (change of director's details).
Where a director has already provided a residential address to Companies House, that address remains on the public record there. Where a director or someone who lives with him or her is at risk of intimidation or violence, the director can apply for previously filed residential addresses do be removed from those documents. But this can only be done for documents filed since January 2003, and there is a £45 fee for each relevant document. Details are available at www.companieshouse.gov.uk/about/gbhtml/gp7.shtml.
CHANGES TO REGISTRATION OF COMPANY CHARGES
Added 25/5/13. This information updates ss.18.5.11 in The Russell-Cooke Voluntary Sector Legal Handbook (VSLH3).
When a company (or any other organisation) uses any or all of its assets as security for a loan, it creates a charge over those assets. Company law requires details of the creation, alteration or satisfaction (payment) of all charges to be entered in a register of charges which is open to the public at the company's registered office or other inspection location, and to notify Companies House of any change within 21 days.
From 6 April 2013, amendments to part 25 of the Companies Act 2006 have significantly changed the rules and procedures for registration of company charges. It is no longer a criminal offence to fail to register a charge; the regime for registering charges on Scottish companies is no longer different from the regime for the rest of the UK; and new procedures allow for charges to be filed electronically. Information about the rules on charges is in chapter 9 of Life of a company part 2: Event driven filings, which can be accessed via tinyurl.com/pebebed.