LEGAL & GOVERNANCE
Achieve Your Goals
Flock advise on all aspects of organisational structure and legal form, support the development of governance systems and register your co-operative or social enterprise with the right regulator for your activity. Our advice ensures that you aren't shackled by poor choices of legal structure. Corporate secretarial and reporting services also available.
CHOOSING THE RIGHT STRUCTURE
Good governance is critical to the success of any enterprise and is particularly important in an enterprise which is established to generate social value and is accountable to a wide range of stakeholders.
There is no single legal form for social enterprise. Social enterprises can include companies limited by guarantee, companies limited by shares, co-operative societies, community benefit societies and community interest companies. Some social enterprises are even unincorporated and others are registered charities.
The legal form of an organisation is how it is regarded in law and in any incorporated legal form it is the form that has been registered with the relevant external registrar such as Companies House or the Financial Conduct Authority. Unincorporated organisations still have a legal form, but they have no existence separate to that of their members.
The organisational type of an organisation is related to how it is organised internally and what it does. Social Enterprises, Community Land Trusts, Co-operatives, Community Enterprises, Development Trusts and many others have sometimes subtle and sometimes stark differences, but at their core they differ in how people relate and how control and accountability are shared. While legally an organisation is identified purely by its legal form, getting its organisational type right is vital to ensuring it can create the value it aims to achieve.
Getting it right at the outset is critical and it happens by careful design.
Flock are here to demystify the constructs of both legal forms and organisational types and show you how, far from being bureaucratic obstacles to overcome whilst setting up, these choices are the creation of living systems and processes which support the success of the organisation for its lifetime.
Flock have expertise in setting up and running successful social enterprises across many legal forms and organisational types. We have worked well with a range of regulators from Companies House to the Charity Commission, the Financial Conduct Authority to the CIC Regulator and many more.
We can take you through all you need to know to understand the choices you make and we can take care of the administration and registration for you.
COMPANY SECRETARIAL SERVICES
Flock can provide company secretarial services for our clients and in some cases will serve as a Corporate Director.
According to the July 2018 UK Corporate Governance Code, "All directors should have access to the advice of the company secretary, who is responsible for advising the board on all governance matters. Both the appointment and removal of the company secretary should be a matter for the whole board."
The secretary is an officer of the company and their duties can be wide ranging. While the Companies Act does not generally specify the role of the company secretary, they usually undertake the following duties:
Maintaining the company’s statutory books, including:
a register of present and past directors and secretaries
a register of all shareholders, past and present and their shareholdings
a register of any charges on the organisation's assets
minutes of general meetings and board meetings
a register of the debenture holders (typically banks)
Filing annual returns, directors’ report, auditors’ report and financial statements, including details of the company’s assets and liabilities at Companies House and/or the Charity Commission, Financial Conduct Authority, CIC Regulator.
Informing Companies House/Charity Commission/Financial Conduct Authority of any significant changes in the company’s structure or management, for example the appointment or resignation of directors.
Establishing and maintaining the company’s registered office as the address for any formal communications. Ensuring that all the company’s business stationery carries its name, registered number, country of registration and registered address.
Ensuring the security of the organisation's legal documents, including for example, the certificate of incorporation and memorandum and articles of association.
Advising on the company’s policy for the filing and retention of documents.
Advising directors on their duties, and ensuring that they comply with corporate legislation and the articles of association of the company.