FORMS TO BE DELIVERED TO THE REGULATOR OF COMMUNITY INTEREST COMPANIES
Application for Voluntary Dissolution under section 1003 of the Companies Act 2006
If a community interest company (CIC) sends an application to the Registrar of Companies to strike its name off the public register under section 1003 of the Companies Act 2006, a copy of the application (Form DS01) must be sent to the Regulator of Community Interest Companies under section 1006(1) of the Companies Act 2006.
On receipt of a copy of the Form DS01 the Regulator will write to the CIC drawing attention to the fact that a CIC must not transfer its assets for less than full consideration, except as provided by the legislation. The letter will point out that if the CIC intends to transfer of assets other than for full consideration to a non-specified asset locked body then the consent of the Regulator is required. A “Return Reply” and a form CIC53 will be enclosed with the letter, see below. This information will help the Regulator to decide whether, or not, to object to the striking off of the CIC.
A specified asset locked body (i.e. one to which assets can be transferred for less than full consideration) is one that is specified as such for the purposes of Schedules 1, 2 or 3 of the Community Interest Company Regulations 2005 in the memorandum and articles of association of the company.
A “transfer” includes every description of disposition, payment, release or distribution, and the creation or extinction of an estate or interest in, or right over, any property.
(Click here for guidance on downloading forms)
- Return Reply provide to respond to the Regulator’s letter
- Form CIC53 to request the consent of the Regulator (if required)
- Form CIC53 Continuation Sheet (use only if needed)
Background
Under section 53 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 a CIC is only allowed to cease being a CIC by dissolution, or by converting to a charity, which means that once a company has become a CIC it cannot convert to an ordinary non charitable company.
Dissolution is fully explained in the Companies House booklet "Strike-off, Dissolution and Restoration". There are a number of different routes to dissolution, each with their own rules and procedures. A company may be struck off the register and dissolved if:
- it has applied to the Registrar to be struck off; or
- the Registrar concludes that it is not carrying on business or in operation – a defunct company.
Process
Before the Registrar strikes a company off the register, he must inquire whether it is still in business or operation. If he is satisfied that it is not, he will publish a notice in the London Gazette that he intends to strike the company off. A copy notice is placed on the company's public record. The Registrar will take into account representations from the company and other interested parties such as creditors.
On receipt of the copy of the Form DS01 the Regulator will ask the CIC for confirmation of whether, or not, the company has any assets and if so, whether the Regulator’s consent is required for a transfer of assets for less than full consideration to a non-specified body (please see the “Return Reply” and form CIC 53 above). This information will be used to help the Regulator decide whether or not to object to the striking off of the CIC.
The completed form CIC 53 should be returned to:
| The Regulator of Community Interest Companies Companies House Crown Way Maindy Cardiff CF14 3UZ |