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Ben, Is it alloed for a UK limited by shares company to lock…

Hi Ben, Is it alloed for...
Hi Ben,
Is it alloed for a UK limited by shares company to lock its mission?
Thanks,
Valter
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Customer reply replied 8 months ago
I mean to lock the mission in the articles of association
Answered in 1 hour by:
11/20/2017
Alex J.
Alex J., Litigator
Category: UK Law
Satisfied Customers: 3,884
Experience: LLB, LPC, DELF
Verified

Thank you for your question and welcome. My name is ***** ***** my colleague has asked me to assist you. I am a company law expert. Can you provide me with any further information? Kind regards AJ

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Customer reply replied 8 months ago
I would like to set up a uk limited (by shares) company (NOT a CIC)that will manage a donation crowdfunding, petition and crowd-speaking campaigns (in this case the message will be spread across twitter and facebook profiles of supporters at the same time). The platform will also manage a blog.
The platform will exclusively be deficated to support animals: example an animal charity asking for donations to finance an animal shelter or launching a petition to ask for stopping elephant hunting.
The company mission will aim to strengthen animal rights and life conditions around the world.
1. Can I insert this mission in the articles of association? and say this is the primary objective of the company? 2. If yes, how? Do I have to adapt other standard articles? 3. Can this mission be changed or removed afterwards or can I lock it forever?
Thanks *****

Thank you. I have received this - I will prepare a response and revert to you. Are you currently trying to fill out the Form IN01? Kind regards AJ

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Customer reply replied 8 months ago
Thank you. I am trying to write bespoke articles of association and then register a company, so I understand that form IN01 is also required.
To be more precise, it will be a profit company (not a charity) limited by shares ( but not a CIC).
The mission means that maximization of profits / shareholder wealth is subordinated to the mission (it would be like a benefit company that is regulated in 37 states in USA, in Italy, in Australia etc but unfortunately not in the UK).
I know probably I can insert such a mission in a UK company limited by guarantee but not sure in a company limited by shares (I want to have the possibility to issue shares to finance the company in the future). Thanks

Thank you. Entrenching objects into the company constitution will mean that the company is less likely to face (a) criticism from on its management or (b) any s994 Unfair prejudice claims. So yes making the company constitution state that profit is not the main company activity is advisable. If you want to then change the articles or constitution it has to be done by special resolution - which means 75% of the voting share capital has to vote in favour. How are you going to market the shares? Kind regards. AJ

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Customer reply replied 8 months ago
Thanks, ***** ***** I kindly ask you for answering to the above 3 questions? I am goint to start up the company, so the point is if from the beginning I can have this specific mission and if I have to adapt other articles. Please can you also state what is the source of your opinion, i.e. a previous case? thanks
Customer reply replied 8 months ago
I will own 100% of the company at least when set-up
Thank you the basis of my opinion is the Companies Act 2006 and my expertise as a company lawyer. There is no legal difference between not for profit companies, profit companies or companies with other mission statements. They are all subject to the same principles of the Companies Act 2006. (1) yes you can include these objects in either the articles of association or memorandum (2) yes you can adapt the model articles but if you do you need to supply a copy of what you amend with the form IN01 (3) the mission can be changed - it would just be an amendment to the articles which is done by special resolution. Can I assist you any further? Kind regards AJ
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Customer reply replied 8 months ago
Thanks, ***** *****: where can I put the mission as in the standard 53 articles there is none about the mission. Should I add mission as 54th article? thanks

Thank you. I would be put it as a separate section before defined terms and it should be titled - Objects of the company. Then lay out the statement of the company - if there is any thing you want to reserve for shareholder resolutions I would include this in the main body of the articles. Kind regards AJ

Alex J.
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