Mr Watts August 14th) you are correct in picking up my omission and I acknowledge that.
I owe Richard Edwards an apology for not being rather more specific in my criticism and for my brevity, done to avoid listing various parts of the Companies Act 2006. Yes, there are certain exemptions to the requirement to include the “Limited” designation in a company’s title. I chose to exclude the fact that CA2006 s60 permits (not insists) a registered entity to exclude the designation if they wish to do so and they meet certain conditions. My intended point, even if I made it poorly, was that Malvern For All should not necessarily be accused of being commercial (as opposed to charitable). I reiterate the inclusion of “Limited” in its name does not necessarily make it commercial.
Those conditions for exemption, though, may well be in course of being met or arranged. If we believe that Companies House has not erroneously refused exemption, then the fault must be in what Malvern For All filed. Reading the names of the members of the company, one surely would not believe they intentionally misled Companies House? Possibly a mistake then – an adoption of standard documentation on incorporation, without ensuring the Objects were specifically as detailed below.
I too read the information filed at Companies House. Malvern For All is not (yet?) registered as a charity, and may not, but that is only one of three options to omit the “Ltd” designation (Mr Watts failed to mention the one that could apply to Malvern For All) - it is a company limited by guarantee (exemption previously allowed under the Companies Act 1985 section 30 and continued in s60 CA2006).
The Articles of Association are quite clear Mr Watts and you say you have cursorily read them. Yes, they allow payments to directors and employees – very normal for both businesses and charities and not necessarily an indication of commercial purposes; I should comment that many “not-for-profits” with which I have been involved would be irritated to be told they were not commercial. However, you have chosen to omit the fact that the MFA Articles prohibit the payment of dividends – a crucial condition of the CA sections that allow exemption – and not a clause that one would expect to see in a commercial and profit-targeting organisation incepted for the benefit of its members.
The main problem, one which may well have resulted in Companies House disallowing (possibly temporarily) the designation exemption, is the Articles clause relating to the company’s Objects. Mr Watts, it is not the omission of any reference to a Cable Car that is the issue; rather that the Objects should include the promotion of commerce, art, science, education, (plus a few others) and not as they are currently. The other key condition is that the same Articles should specify that the Company’s income should be applied solely in furtherance of its Object (which they do already).
Remember too Mr Watts, that Malvern For All is not yet required to complete its Annual Return to Companies House, so it is quite possible that (admittedly I am speculating) these potential administrative omissions are in course of rectification and not yet in the public domain. Yes, Mr Watts, you are so right to say it is a good idea to be certain of the facts before accusing anyone of making uninformed comments.
I restate that I am no fan of the proposed cable car.