becoming a something

[genzaichi]

Ant and I are just talking about bank accounts and future plans etc
etc and we think fizzPOP has reached the point where it needs to have
its own legal identity.

The trouble is, we don't know what it should be!

Has anyone any suggestions, recommendations or experience of setting
up/running things like charities, not-for-profits, companies limited
by guarantee etc etc? Any thoughts?

nikki

[Jonty Wareing]

Russ can take you through this if you send him an email - you probably want to go for a non profit limited by guarantee.

--jonty

genzaichi <genz...@googlemail.com> wrote:

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[Russell Garrett]

2010/1/29 genzaichi <genz...@googlemail.com>

I blogged about it here: http://russ.garrett.co.uk/2009/10/25/starting-a-non-profit-in-the-uk/ 

I should be able to field any questions.

Russ

[Francis Davey]

On Jan 29, 5:22 pm, Russell Garrett <r...@garrett.co.uk> wrote:
> 2010/1/29 genzaichi <genzai...@googlemail.com>

>
> > Ant and I are just talking about bank accounts and future plans etc
> > etc and we think fizzPOP has reached the point where it needs to have
> > its own legal identity.
>
> > The trouble is, we don't know what it should be!

Hi. I'm a lawyer lurking on these lists. For health reasons I've not
been able to get to any of the London hackspace meetings, but I'm
enthusiastic about the idea. I'm an ex-computer scientist and
completely understand why one might want/need a hackspace and what a
good idea they are. Please feel free to drop me a line by email if you
have any questions about this sort of thing (or anything else legal
relating to what you do).

In the long run I hope this will be easier with the work that
OneClickOrgs have been doing, but they are still at the
"unincorporated association" stage. It will happen, but until then
feel free to talk to me.

>
> I blogged about it here:http://russ.garrett.co.uk/2009/10/25/starting-a-non-profit-in-the-uk/
>

Excellent blog post (and very helpful), a couple of points:

* companies are now formed under the Companies Act 2006, not 1985, so
that bit needs updating, although it will still be clear from the
Companies House forms what to do and the difference between a company
limited by shares and one limited by guarantee should be the same

* so the exemption from having to use the name "limited" for certain
kinds of company limited by guarantee is now found in section 60

* CIC's can be either limited by shares or by guarantee - in other
words being a CIC is orthogonal to being limited by shares or
guarantee (ones limited by shares can distribute some of their profits
to shareholders - though that's probably not relevant to you)

* the "members" of the company don't need to be the same thing as the
"members" of the organisation as others see it - the Open Rights Group
(of which I am a supporter and subscriber) has a very small number of
members of the company structure.

> I should be able to field any questions.

Great.

>
> Russ

[genzaichi]

Thanks for the feedback, guys - we'll do some research and get up to
speed on the things you've talked about. I expect there will be
questions after that!

While we're on this sort of subject, if any fizzPOP people are ready,
able and willing to join myself and Ant in taking responsibility for
admin things and decision-making in steering the general direction of
the hackerspace, please make yourselves known. We're looking to scale
up different aspects of fizzPOP over the coming months and we'll need
a good core team to help run things.

Thanks,
nikki

[Russell Garrett]

It's worth noting that we are going to be working with One Click Orgs (and Francis) to try and hammer out a constitution and governing documents which make sense for UK hacker spaces. 

If you just need a bank account for collecting donations then you *could* go through the unincorporated association route for the time being and convert into a limited company when you need to. I suspect this will result in more hassle overall, though, because the most hassle in these things always seems to be due to the bank account...

Otherwise, to get running quickly I would suggest forming a section 30 (or 60 as it is now...) limited by guarantee company with the stock governing documents and then adopt our model hacker space governing documents when they're finished in a month or two. This is basically the route we took (and will take) for London.

2010/1/30 Francis Davey <fjm...@gmail.com>

Excellent blog post (and very helpful), a couple of points:

* companies are now formed under the Companies Act 2006, not 1985, so
that bit needs updating, although it will still be clear from the
Companies House forms what to do and the difference between a company
limited by shares and one limited by guarantee should be the same 

* so the exemption from having to use the name "limited" for certain
kinds of company limited  by guarantee is now found in section 60

Yeah, I'm aware that a few bits are a bit dated now. I should fix them up.

* CIC's can be either limited by shares or by guarantee - in other
words being a CIC is orthogonal to being limited by shares or
guarantee (ones limited by shares can distribute some of their profits
to shareholders - though that's probably not relevant to you)

Interesting - although I think that a limited-by-shares company is still the wrong model for a hacker space. CICs in general seem like a very final thing 

 

* the "members" of the company don't need to be the same thing as the
"members" of the organisation as others see it - the Open Rights Group
(of which I am a supporter and subscriber) has a very small number of
members of the company structure.

Yeah, I'm aware of that. I think it is worthwhile to make every regularly paying member of the hacker space a member of the company, though. I understand there are also tax benefits as profits on sales to members are not subject to corporation tax.

Russ

[genzaichi]

On Jan 31, 1:55 am, Russell Garrett <r...@garrett.co.uk> wrote:
> It's worth noting that we are going to be working with One Click Orgs (and
> Francis) to try and hammer out a constitution and governing documents which
> make sense for UK hacker spaces.

Nice!

Could you elaborate a bit more on the bank account hassle, please?

Cheers,
nikki

[Russell Garrett]

If you listen to the Leeds guys it's like the hardest thing they've ever done...

Seriously, it's just because you generally have to have all your directors physically in a bank for an hour to set it up. Forming the company is just filling in a few forms online :P.

Russ

[Francis Davey]

On Feb 1, 6:41 am, Russell Garrett <r...@garrett.co.uk> wrote:
>
> Seriously, it's just because you generally have to have all your directors
> physically in a bank for an hour to set it up. Forming the company is just
> filling in a few forms online :P.

Quite right. Company law isn't nearly automated enough for my liking,
but the whole process isn't too complex, Companies House has a
reasonably friendly website if you want to do it yourself, and there
are a lot of websites offering online company formation (and there
word of mouth is the best way to find what works). Its also hard to
get "wrong" since you can fix up most things afterward by a vote of
members.

Ultimately its not the law that requires thinking about but how
exactly you want to run things. Here the fact that there are other
hackspaces is helpful because you can compare notes on how these
things ought to work.

For a non investment company (where lots of people aren't putting in
capital and running a business) the main things to think about are:
(i) who runs the company and how; and (ii) what happens to the
company's property (stuff if you like) if/when the company is closed
down?

In your case (i) is probably going to be (as Russ said) that all
contributors to the hackspace will be members and you'll vote (say
annually) for a board of directors to run it (which you can give a
less corporate sounding name like "executive committee" or something,
but it amounts to the same thing).

But all *that* can be changed if the members agree.

Francis