IVFDF 2000 is a limited company registered by guarantee.
Registered Number 189537.
IVFDF2000 is also recognised as a charity in Scotland.
Scottish Charity Number SC 028405.
This paper presents a brief account of the processes of
incorporation and recognition in Scotland, and the benefits and
barriers that have arisen during and subsequent to these processes.
this paper does not represent legal advice; the information in it may
be incorrect; it is an abbreviated account of our (my) experiences. I
have not studied: law, business, management or associated subjects,
and may have interpreted the information I could access incorrectly.
about a company?
and Underwriting the festival has become an issue of increasing
concern at recent IVFDFs. It was raised in particular following
Sheffield 1998. We agreed to explore running IVFDF as a formal
company, with the intention of using law related to limited liability
companies to minimise the risk to the individuals running the
companies in the UK are regulated by Companies House. They maintain a
publi~ register of the company, its memorandum and articles of
association (roughly the company constitution), the directors and the
annual accounts. These details are available on demand to the public.
Memorandum and Articles of Association are legal documents, and must
be drawn up consistent with certain guidelines. Rather than taking on
this task ourselves, we chose to buy what amounted to an
off-the-shelf company, and adjust its articles and memorandum to fit
our purpose. This cost £120, and took about 2 days work,
selecting an appropriate source for the company, considering
background information, to help me identify wording which was likely
to be appropriate bearing in mind that we hoped to apply for
recognition as a charity. The adviser from whom we were making the
purchase was very doubtful that we would be successful in our
application for charitable status, and did not come up with any
suggestions for changes to the company articles. I had done a
substantial amount of background research and persisted in the
changes I was requesting, and he was happy to implement these, but
following my instruction.
is a company limited by guarantee and not having a share capital. It
was incorporated on 18th September 1998.
companies with this status would normally be called xxxxx Ltd. I
applied for special permission to drop the 'Ltd' from our company
name and this was granted along with the registration of the company.
'Ltd' is normally expected in the name because it advises creditors
that the company liability is limited.
organising committee were all adopted as company directors. One
address had to be given as the registered office of the company, and
this must be displayed at the door !
recognition as a Scottish Charity
recognition as a charity so that we could request preferential rates
for halls, and so that we could seek funding and sponsorship from
It was not
necessary to be a company in order to seek charitable status but the
process of seeking recognition would have been more complex without
the company articles on which to draw.
Scotland, recognition is granted by the Inland Revenue. Application
is made by submitting
relevant documentation, detailed in booklets available from the
Charities Office. In England charities are registered with the
Charities Commission, and governed
by specific legislation. Our first application was not successful,
but the response was helpful in giving guidance as to why it had not
succeeded and what steps should be taken in order to promote success
at a subsequent submission.
Memorandum of Association of the company had to be changed and now
objects for which IVFDF2000 is established are to advance the
education of the public in folk traditions and, in particular, the
arts of music and dance, through the presentation, promotion,
organisation, provision and management of a folk dance festival."
To make this change to the company memorandum we had to hold a
meeting, agree the change in a formal resolution, and submit this
resolution to Companies House.
had to change one other clause concerning the winding up of the
company and the distribution of any remaining assets.
Able to apply for cheapest rate
on University halls, subscriptions, adverts etc.
Any profit can only be passed to
other charities with broadly similar aim
Able to apply to charitable
Didn't yield much if anything!
Individual liability restricted
Didn't actually get members for
Company accounts have to be
submitted to companies house, and available to Inland Revenue on
Company turn over much too low
(ceiling is £350,000 for IR, £25,000 for Charities
Office) to demand Audit
Can claim exemption from many
company regulations as a small company
Still need consider legal
requirements and use recognised wording for such claims
© Nora Mogey, Edinburgh, February 2000