SENW Incorporation Update

In the Swim England North West November 2020  newsletter, we reported that we had commenced work with our partners, Mitchell Charlesworth and Brabners LLP, to develop the constitution of the new company. Swim England North West Limited will be a company limited by guarantee.

The primary constitutional and legal document governing the company is the Articles of Association which defines the principles that the company is legally required to follow at all times; this has been approved by the regional management board for use by the company. In very simple terms, the Articles of Association specify the rules that the company officers and directors must implement when running the business; it covers a range of topics, including:

  • Membership structure of the company
  • Rights of company members (the guarantors)
  • The limited liability of members
  • The duties and powers of the company directors
  • The procedures for appointing and removing company officers and directors
  • How decisions are made
  • Requirements for board meetings and general meetings

The other constitutional document that is required for the company formation process is the Memorandum of Association; this lists the names of the initial subscribers (first members and directors) and certifies that each individual agrees to:

  • Form the company under the Companies Act 2006
  • Become a member of that company.

The Regional Management Board have agreed that all of the existing members of the board will be invited to become the subscribers for the purposes of the Memorandum. All of these individuals will step down at the first Annual General Meeting of the company but will be entitled to be re-elected.

The completion and approval of the Articles of Association is an important first step in that the company can now be registered at Companies House. Although the company will be dormant this registration will allow other preparatory work to be carried out.

This work includes the preparation of the Company Regulations, which will be effectively the second tier of the company’s constitution. These will complement the Articles and will help the operation of the company by defining in more detail the processes, procedures, roles, functions and legal duties of the company.

Depending upon the rate of progress with the outstanding tasks we hope to be in a position to seek approval from the membership at the Annual Council Meeting in September for the transfer of activities, assets and liabilities to the company i.e. the completion of the incorporation process, and to set a date when the company will move from being dormant to becoming operational.



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