UK Statutory Instrument SI 2005 United Kingdom

Community Interest Company Regulations 2005

Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (the “Act”) makes provision for a new type of company to be known as a community interest company. The Act confers on the Secretary of State powers to make regulations in respect of various aspects of the conduct …

Read it on legislation.gov.uk (opens in a new tab)
Enforced by
CIC Regulator
Status
Amended (in force with amendments)
Penalty ceiling
Regulated

Does it bind you?

Business-side roles with duties under this instrument.

Trader13 Director or Officer9 Applicant1

Plus 6 duties on the regulator, Crown ministers and public bodies — folded into the section list below.

Other Acts binding the same actors

If a role above is yours, these are the other instruments that most often bind it.

Trader — also bound by 825 other Acts
Companies Act 2006 243 duties
Companies Act 1985 85 duties
Director or Officer — also bound by 429 other Acts
Companies Act 2006 126 duties
Applicant — also bound by 307 other Acts

What it requires

Regulations creating concrete business duties or carrying penalties, grouped as the instrument is structured. Titles link to the source text — blue means you’re leaving for legislation.gov.uk.

Part 1

Citation, commencement and interpretation

0 of 2 sections shown
2 other sections in this Part — procedural and definitional
s.001 Citation and commencement (opens in a new tab)
s.002 Interpretation (opens in a new tab)
Part 2

The community interest test and excluded companies

0 of 4 sections shown
4 other sections in this Part — procedural and definitional
s.003 Political activities not to be treated as being carried on for the benefit of the community
s.004 Other activities not to be treated as being carried on for the benefit of the community (opens in a new tab)
s.005 Section of the community
s.006 Excluded companies (opens in a new tab)
Part 3

Requirements concerning the memorandum and articles

3 of 4 sections shown
s.007 Company without share capital (opens in a new tab) Regulated
  • Include statutory clauses in articles for CICs without share capitalTrader
s.008 Company with share capital (opens in a new tab) Regulated
  • Include mandatory clauses in CIC articles of associationTrader
s.010 Declaration of dividends (opens in a new tab) Regulated
  • Ensure CIC dividends are only declared by member resolutionTrader
1 other section in this Part — procedural and definitional
s.009 Alternative provisions (opens in a new tab)
Part 4

Prescribed documents

2 of 2 sections shown
s.011 Prescribed formation documents (opens in a new tab) Regulated
  • Submit community interest statement and non-exclusion declarationDirector or Officer
s.012 Prescribed conversion documents (opens in a new tab) Regulated
  • Prepare and sign conversion documents to become a CICDirector or Officer
Part 5

Alteration of objects

3 of 4 sections shown
s.013 Requirement for Regulator’s approval (opens in a new tab) Regulated
Other duties (1) — Crown / regulator
  • Regulator must approve changes to your CIC's objectsStatutory regulator
s.014 Documents to be delivered to registrar of companies (opens in a new tab) Regulated
  • Deliver specific statements to the Registrar when changing your CIC's objectsTrader
s.015 Decisions etc (opens in a new tab) Regulated
Other duties (1) — Crown / regulator
  • CIC Regulator must decide on changes to company objectsStatutory regulator
1 other section in this Part — procedural and definitional
s.016 Exemptions (opens in a new tab)
Part 6

Restrictions on distributions and interest

4 of 9 sections shown
s.021 The interest cap (opens in a new tab) Regulated
  • Adhere to the interest cap on performance-related debtTrader
s.023 Distribution of assets on a winding up (opens in a new tab) Regulated
Other duties (1) — Crown / regulator
  • CIC Regulator must direct the distribution of assets when a CIC closesStatutory regulator
s.024 Redemption and purchase of shares (opens in a new tab) Regulated
  • Limit share buyback or redemption payments to paid-up valueTrader
s.025 Reduction of share capital (opens in a new tab) Regulated
  • Limit lead-out from share capital reductionsTrader
5 other sections in this Part — procedural and definitional
s.017 Declaration of dividends (opens in a new tab)
s.018 Maximum dividend per share (opens in a new tab)
s.019 Maximum aggregate dividend (opens in a new tab)
s.020 Carrying forward of unused dividend capacity from previous financial years (opens in a new tab)
s.022 Initial level and subsequent variation of dividend caps and interest cap (opens in a new tab)
Part 7

Community interest company report

3 of 4 sections shown
s.026 General (opens in a new tab) Regulated
  • Prepare and file an annual Community Interest Company (CIC) reportTrader
s.027 Information about dividends (opens in a new tab) Regulated
  • Include detailed dividend information in your annual CIC reportTrader
s.028 Information about debts or debentures on which a performance-related rate is payable (opens in a new tab) Regulated
  • Disclose performance-related interest rates on debts or debentures in your CIC reportTrader
1 other section in this Part — procedural and definitional
s.029 Application of the 1985 Act (opens in a new tab)
Part 8

Managers

1 of 4 sections shown
s.033 Reports (opens in a new tab) Regulated
  • Submit reports to the CIC Regulator when requestedDirector or Officer
3 other sections in this Part — procedural and definitional
s.030 Remuneration (opens in a new tab)
s.031 Security (opens in a new tab)
s.032 Failure and removal (opens in a new tab)
Part 9

The registrar of companies

1 of 2 sections shown
s.035 Documents (opens in a new tab) Regulated
Other duties (1) — Crown / regulator
  • Registrar of Companies must notify the Regulator of CIC insolvency proceduresStatutory regulator
1 other section in this Part — procedural and definitional
s.034 Modifications and amendments (opens in a new tab)
Part 10

Fees

1 of 1 section shown
s.036 Fees payable by a community interest company (opens in a new tab) Regulated
  • Pay required fees for CIC regulatory functionsTrader
Part 11

The Appeal Officer

3 of 6 sections shown
s.037 Time limits (opens in a new tab) Regulated
Other duties (1) — Crown / regulator
  • Regulator must process and forward Community Interest Company appealsStatutory regulator
s.038 Notice of appeal (opens in a new tab) Regulated
  • Include specific details in your notice of appeal to the CIC RegulatorApplicant
s.042 Reasons (opens in a new tab) Regulated
Other duties (1) — Crown / regulator
  • Appeal Officer must provide reasoned decisions and publish themTribunal / Court
3 other sections in this Part — procedural and definitional
s.039 Appeal procedure etc (opens in a new tab)
s.040 Determination of appeal (opens in a new tab)
s.041 Dismissal of appeal (opens in a new tab)
Schedules

Schedules

8 of 16 shown
s.sch001 (1) The subscribers to the memorandum are the first members... Regulated
  • Directors must approve new members and set application requirementsDirector or Officer
s.sch001 (1) Questions arising at a meeting of directors shall be... Regulated
  • Decide director meeting questions by majority voteDirector or Officer
s.sch002 (1) The company shall not transfer any of its assets... Regulated
  • Do not transfer company assets below full market value (asset lock)Trader
s.sch002 (1) The directors may refuse to register the transfer of... Regulated
  • Notify share transfer refusal within 2 monthsDirector or Officer
s.sch002 (1) Questions arising at a meeting of directors shall be... Regulated
  • Directors must vote on board decisions with single vote each; chairman casts tie-breakerDirector or Officer
s.sch003 (1) The company shall not transfer any of its assets... Regulated
  • Do not transfer assets for less than full valueTrader
s.sch003 (1) The directors may refuse to register the transfer of... Regulated
  • Notify transferee of share transfer refusal within two monthsDirector or Officer
s.sch003 (1) Questions arising at a meeting of directors shall be... Regulated
  • Directors vote on matters; chairman casts deciding vote on a tieDirector or Officer
8 other schedules
s.003 ALTERNATIVE PROVISIONS PRESCRIBED FOR THE MEMORANDUM OR ARTICLES OF A COMMUNITY INTEREST COMPANY LIMITED BY SHARES, OR LIMITED BY GUARANTEE WITH A SHARE CAPITAL (opens in a new tab)
s.005 FEES PAYABLE TO THE REGISTRAR OF COMPANIES (opens in a new tab)
s.sch001 (1) The company shall not transfer any of its assets...
s.sch001 (1) A person who is not a member of the...
s.sch002 (1) A person who is not a member of the...
s.sch003 (1) A person who is not a member of the...
s.sch004 (1) The average amount of a debt or sum outstanding...
s.sch004 Where the amount of the debt or the sum outstanding...

Help complying

Guvnor’s practical routes through this instrument.

Set up a charity

Establish a registered charity in England and Wales - from charitable purposes to ongoing compliance

Set up a community interest company (CIC)

Form a CIC for social enterprise purposes with asset lock protection, dividend caps, and ongoing compliance requirements
4 more guides that reference this instrument
Meet your ongoing CIC compliance obligations Set up a community interest company (CIC) Understand CIC asset lock rules Prepare charity accounts using SORP

Duty extraction and severity labels are Guvnor’s analysis of the instrument, not the instrument itself. Always verify against the linked source text.