The company must first of all be removed from the Companies Register but only if it:
- hasn’t traded or sold off any stock in the last 3 months
- hasn’t changed names in the last 3 months
- isn’t threatened with liquidation
- has no agreements with creditors, eg a Company Voluntary Arrangement (CVA)
A company can apply to the registrar to be struck off the register and dissolved if it’s no longer needed, for example if:
- the directors wish to retire and there is no one to take over the running of the company
- the company is a subsidiary whose name is no longer needed
- the company was originally set up to exploit an idea that turned out not to be feasible
More details can be found here:
Once the company has been removed from the Companies House Register, it can be removed from the Register of Charities.
A charitable company has an automatic right to expend all of its assets on its purposes.
You can tell the Charity Commission that you have wound it up by completing the closure form. This can be done online – more details can be found here:
Company Tax Returns
You must complete a Company Tax Return if your charity is a limited company or unincorporated association when this is required by HM Revenue and Customs. You need to include the supplementary pages for charities and community amateur sports clubs (CASCs).
A charity is a limited company if it was set up by a:
- memorandum and articles of association
- royal charter or Act of Parliament
Limited companies must also send annual accounts to Companies House. You must complete a tax return when HMRC asks you to, even if no tax is due. You may have to pay a penalty if your tax return is late or you don’t complete one when you should.
You can find more information about charities and tax here
When to change charity structure
Changing to a different charitable structure usually involves setting up a new charity, transferring your original charity’s assets and liabilities to it then closing your original charity.
Your charity’s legal structure sets out what type your charity is. There are four common types of charity structure:
- charitable incorporated organisation (CIO) – there are 2 structures; association CIO and foundation CIO
- charitable company (limited by guarantee)
- unincorporated association
Your charity’s legal structure determines:
- who will run it and whether it will have a wider membership
- whether it can enter into contracts or employ staff in its own name
- whether its trustees are personally liable for what it does
A “Changing Charity Structure Checklist” can be found here
You must tell Companies House about any changes to your limited company, including:
- directors and company secretaries, eg new appointments, resignations or changes to their personal details
- changing your company name
- changing your registered office address
- changing your accounting reference date
- changing where your company records are kept, if different from your registered address
- which records you’ll keep at an alternative address
More information can be found here