Agenda

[Iain R. Learmonth]

Following my talk with The Accountant, I have updated lots of things on
the agenda.

PLEASE READ THEM. THE PLAN HAS CHANGED A BIT BASED ON ADVICE FROM THE
ACCOUNTANT.

https://github.com/hackerdeen/meetings/commit/bc2b6580812d944a702b7ff22953278e7ab25c3f

Iain.

[Robert McWilliam]

I really don't like the limited by shares approach.

If we go down that route then the shareholders (5 directors in the
scenario described) own the company and are the only people who exist as
far as governance goes. I think we need a structure that recognises the
wider membership; at least for selecting directors/board
members/whatever we actually call the people who can sign stuff.

With the shareholders as board members approach changing who is on the
board requires outgoing people to voluntarily sell their shares to
incoming members.

This model also has ownership of the company as personal assets of the 5
directors which could get them caught up in divorce or personal
bankruptcy. If a shareholder/director dies their shares would be handled
as part of their estate.

Those are just the problems I can think of right now... they can
probably be worked around (or ignored and we can just cross our fingers
that they don't actually happen).

I can understand why an accountant would recommend the shareholder
model: it is the normal approach for a company. It really doesn't fit
what I think a hackspace should be though.

Robert
--
Robert McWilliam rm...@allmail.net www.ormiret.com

Instructions should be read first, or not at all.
Anything else is admitting defeat...

[Carl Anderson]

Didn't we decide to form a company limited by guarantee because other hackspaces had chosen this model? Are there any examples of how this has caused problems for them? 

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[Tom Jones]

Edinburgh seem to agree that our first instinct was correct. They also mentions adding a Not For Profit Clause to the articles of association.

Tom

@adventureloop

adventurist.me

[Tony Shannon]

Also not keen on the shareholder approach.  How would members handle grievances against a shareholder?  Could a share be forcibly removed?  I doubt it.  Whereas a director of a company can be removed at an AGM or an EGM called if enough members (or board members) &t a majority vote (determined by constitution) is passed.  Not trying to put a downer on things, but plan for the worst, hope for the best etc.

In terms of growth, it creates hassle in having to further dilute shares if we want equal membership / responsibility - something that is almost impossible in practice, but I think we should strive to be as equal as possible, where practically possible.  All members should be responsible for the space, up to the point where the law forces the "final say" on a few elected members.

Not sure why accountant said courts need to be involved, hasn't occurred at any other hackspace I'm aware of.

Agree with non for profit clause

Nottinghacks links for comparison / example

http://wiki.nottinghack.org.uk/wiki/Nottingham_Hackspace_LTD

Articles of association (paperwork filed in 2011)  http://wiki.nottinghack.org.uk/images/d/dc/Nottingham_Hackspace_Ltd_M%26A.pdf

Constitution http://wiki.nottinghack.org.uk/wiki/Constitution

Regards,

Tony

[Iain R. Learmonth]

Ok. So people are not happy with the shares approach then.

Looking at the formation agent that the accountant recommended it will
cost us £299 + VAT to form a company limited by guarantee.

http://www.oswalds.co.uk/companyformations/guaranteecompany.html

Iain.

[Tony Shannon]

Iain,

Don't think we paid anything like that for nottinghack, will contact
folks down south but unlikely to have an answer by close of play
tomorrow, suggest we agree a plan & a budget tomorrow to give us a few
days to find cheapest way to implement plan

Regards
Tony

[richy...@gmail.com]

I take it a schedule d company. Or a form of that won't suit?

If u simply book keep and don't brand hackerdeen into a ltd/sole/partn

Worst (assuming u haven't owned a company before) is slap on wrists. But ur still within limits just to simply book keep. Nothing more.

Being part of hackerdeen would be mandatory to sign a waiver without it u can't be a 'member'

IMO u either share hold which is easiest. But u need a even contract to protect.

But for first couple years till HMRC picks up. Just simply book keep.

There u go. All off my chest. Now u can start poking holes in the above.

But from experience. Don't bother registering. To much hassle till more things are in place. And simply let them come to u

[Iain R. Learmonth]

Right now as a founding member, I have UNLIMITED liability. So do all
other founding members.

If something goes wrong, we can be destroyed.

I'm not happy with that.

We NEED to become a limited company soon.

We've already grown enough and with our new rebranding are ready to
start some serious marketing.

Iain.

[Tony Shannon]

A company LTD by guarantee - can be formed via quite a few routes, direct via companies house (which will provide no help) via online services using a lot of boilerplate (which we can tailor a bit, then adjust properly at first AGM down the line) or we could buy a company "off the shelf" which hasn't been used, change the name & go from there.  Main focus is to get Ltd status fast & then get a bank account!

Online prices vary, but here's an example at £59

http://www.companiesmadesimple.com/company-formation-limited-by-guarantee.html

Hopefully if we can confirm plans & prices, we could get this done in the next few days - without spending £300+

I'm awaiting contact from the Nottinghack chaps, will update when I have more.

Tony :) 

[Tony Shannon]

And here's another for £49 - https://www.rapidformations.co.uk/package/limited-by-guarantee-formation/

All guides I've read state Ltd by guarantee best for non-for profits, Share's SME business, so I think we're on the right track.

Tony

[Tony Travis]

Hi, Tony

I set up my own one-man-band myself online, using Companies House etc.,
but I got a professional accountant to help me with things like tax my
liability etc. AFAIK 57North won't be liable for corporation tax if the
amount of revenue it receives from subs is small and it's registered as
a charity for cash donations. However, we need to check this out as Iain
pointed out to avoid anyone having personal liability for 57North..

HTH,

Tony.

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[Iain R. Learmonth]

Ok. I think we'll be doing company limited by guarantee.

We can do it for £49, apparently, but what do we get for that? Different
packages include different things.

I know that forming a Company Limited by Guarantee is about £80 so I
find it hard to believe these companies are actually submitting any
paperwork (unless they have a "bulk" deal).

We would not register as a charity, this provides a lot of complications
and this was the first thing we ruled out.

Forming directly through companies house does give us the option of
letting companies house tell HMRC that we exist (then we don't need to
do that). We would have to make sure that any formation agent would be
handling this.

Iain.

[Robert McWilliam]

On Tue, Jan 21, 2014, at 04:40 PM, Iain R. Learmonth wrote:
>
> Ok. I think we'll be doing company limited by guarantee.
>
> We can do it for £49, apparently, but what do we get for that? Different
> packages include different things.
>
> I know that forming a Company Limited by Guarantee is about £80 so I
> find it hard to believe these companies are actually submitting any
> paperwork (unless they have a "bulk" deal).
>

Where did you get £80 from?

http://www.companieshouse.gov.uk/toolsToHelp/ourPrices.shtml

Looks like £40 for submitting on paper and £13 via software doing
digital submission to me (which I suspect is what the websites are doing
- some of the ones I looked at mentioned £13 to companies house).

[Tony Shannon]

Iain,

Haven't looked into comparing packages, as have been waiting to hear
back from Nottinghack guys as I believe they did everything themselves
- IMHO that might be cheapest / easiest in short term, however I
provided links to show that previous figure of £300+ was excessive.

Happy to provide comparison / breakdown of say 3 quotes by Thurs
evening, so we could read / decide & action (if wanted) on Friday *if*
advantageous over submitting ourselves (which is up for discussion /
needs more info)

Regards
Tony

[Iain R. Learmonth]

On 21/01/14 16:51, Robert McWilliam wrote:
> On Tue, Jan 21, 2014, at 04:40 PM, Iain R. Learmonth wrote:
>>
>> Ok. I think we'll be doing company limited by guarantee.
>>
>> We can do it for £49, apparently, but what do we get for that? Different
>> packages include different things.
>>
>> I know that forming a Company Limited by Guarantee is about £80 so I
>> find it hard to believe these companies are actually submitting any
>> paperwork (unless they have a "bulk" deal).
>>
>
> Where did you get £80 from?
>

I got it from the accountant, I think. It seems that Tom has researched
this properly. £13 now sounds correct.

Iain.