Structures for Gymnastics Clubs - British Gymnastics

Structures for Gymnastics Clubs

This document provides guidance on the different legal and management structures that a gymnastic club could adopt.  It is important to understand that there are many factors that could impact on the best set-up for a club including the key focus of the club, the commitment of the committee/directors and the type of facility agreement and arrangements in place.  Clubs that are looking beyond the typical Constituted/Unincorporated Organisation may benefit from getting legal advice from a solicitor before changing the club's structure.

This document provides information on eight legal and management structures listed in order of increased protection for volunteers and committee and board members:

1.    Unincorporated Association
2.    Company Limited by Guarantee
3.    Company Limited by Shares
4.    Sole Traders
5.    Partnerships
6.    Community Interest Company
7.    Community Amateur Sports Club (CASC) - CASC Support Pack
8.    Charity

The document will also provide information on the concept of social enterprises in Appendix One and in Appendix Two an overview of Legal Structures for Social Enterprise

1.   Unincorporated Organisation

Description
An Unincorporated Organisation is a committee run group that is governed by a constitution.

Features
Not a legal entity
It is an organisation of persons or bodies (more than one) with an identifiable membership
An Unincorporated Organisation has a membership that is bound together for a common purpose by an identifiable constitution or rules

Benefits
Quick and easy to set up
Brings structure and organisation to a local group
Gives the group some credibility

Type of Club Adopting this Model
As all committee members are jointly, personally liable for the club’s affairs this structure is only really applicable for small clubs without major commitments and/or potential liabilities.

Useful Website

http://www.volresource.org.uk/
http://www.hmrc.gov.uk/manuals/ctmanual/ctm41305.htm

2.   Company Limited by Guarantee (CLG)

Description
Is a registered company with Companies House and is governed by company law.

Features

  • A CLG is fairly easy to set up and only requires 2 directors
  • Limits the liability (against a guarantee of £1) of company directors including employing staff, leasing or owning a facility
  • The liability rests with the company, not with the individuals
  • The liability does not cover the directors if they are negligent or act unlawfully
  • A CLG must complete annual returns, various registers and proper accounts that need to be audited professionally
  • It is subject to Corporation Tax which varies between 21% and 30%, depending on the level of turnover

 

Benefits

  • Provides a registered business model that protects the liability of the directors
  • A CLG can be used as a platform to achieve charitable status
  • Gives the club a more professional approach through the criteria set such as the role of directors, annual report to HMRC and audited accounts
  • Would give landlords more comfort when leasing out facilities to a club as the company is registered
  • Gives protection to owners/directors of clubs who own their own facility

 

Type of Club Adopting this Model
This would be a club that that has liabilities such as owning or leases a facility, employs staff and/or has a relatively large income and needs to give protection to its directors or a club wanting to achieve charitable status.

Useful Websites

http://www.volresource.org.uk/
www.companies-house.gov.uk

3.   Company Limited by Shares

Description
Company Limited by Shares are similar to CLG, however in this legal structure directors are able to access profits of the company.

Features

  • Because of the ability for directors to access funding, Companies Limited by Shares do not satisfy many public funding streams
  • Suitable for many normal commercial purposes
  • Directors have limited liability
  • Directors are able to access profits of the business
  • The liability does not cover the directors if they are negligent or act unlawfully
  • A Company Limited by Shares must complete annual returns, various registers and proper accounts that need to be audited professionally

 

Benefits

  • Provides a registered business model that protects the liability of the directors
  • Gives directors the ability to access profits
  • Gives the club a more professional approach through the criteria set such as the role of directors, annual report to HMRC and audited accounts
  • Would give landlords more comfort when leasing out facilities to a club as the company is registered
  • Gives protection to owners/directors of clubs who own their own facility

 

Type of Club Adopting this Model
A club, which has liabilities such as owning/leasing a facility, employing staff and/or a high annual turnover may look at this type of model.  Directors are looking at potentially accessing profits from the club.  The club would not be looking to access many funding and grant streams.

4.   Sole Trader

Description
Sole trader or sole proprietor is when a business is owned and controlled by one person who takes all the decisions, responsibilities and profits and losses from the business they run.

Features
Also known as a sole trader
The proprietor is personally liable for all debts and liabilities
Normal VAT rules apply

Benefits
The sole owner has direct control of the direction of the business and does not report to a committee
To set up is easy - all you have to do is to inform HMRC you are self- employed within 3 months of starting the business
You must produce an annual self assessment tax return declaring your annual profits and tax liability
One person owns the company and reaps the profits and suffers the losses

Type of Club Adopting the Model
A club run by one coach that does not own or rent a facility and would have small amounts of expenditure, thus limiting the potential liability.  The owner aims to make an income from the business

Useful Website

http://www.smallbusinesspro.co.uk/small-business-finance/sole-trader.html 

5.   Partnerships

Description
Any group of people that wants to set up a business together can form a partnership.  A partnership is a relatively simple and flexible way for two or more people to own and run a business together.

Features
Partners are personally liable for all the debt and liabilities
Normal VAT rules apply to a Partnership Business
The company may have to be dissolved if a dispute between partners arises, this can be solved through a deed of partnership
Individual partners must register as self-employed with HMRC

Benefits
The partners have direct control of the direction of the business and do not report to a committee
Shared liability with a partner
Relatively little paperwork although annual self assessment tax returns  must be produced
Partners share all profits and losses
Combined resources will provide benefits to the organisation

Type of Club Adopting the Model
A club run by at least 2 people that does not own or rent a facility and would have small amounts of expenditure, thus limiting their potential liability.  The partners aim to make an income.

Useful Website

http://businesslink.gov.uk/bdotg/action/home?r.s=m&r.l1=1073858805&r.lc=en

 
6.   Community Interest Company (CIC)

Description
Community Interest Companies (CIC) are limited companies, with special additional features, created for the use of people who want to conduct a business or other activity for community benefit and not purely for private advantage.

Features

  • The formation and registration is similar to that of any limited company
  • Registration of a company as a CIC has to be approved by the Regulator who also has a continuing monitoring and enforcement role
  • CIC has benefits for the community through its assets being ‘locked’ for them
  • There is extra work to set up a CIC rather than a CLG

Benefits

  • CICs have a "community interest test" and "asset lock", which ensure that the CIC is established for community purposes and the assets and profits are dedicated to these purposes
  • Directors can be paid as long as the remuneration is not excessive
  • No potential of asset stripping, all assets would go to the community

 

Type of Club Adopting the Model
A club that not only has charitable aims and focussed on providing a lasting service to the community, but also would like the ability to pay directors. Any club, with a strong community focus, which owns its facilities should consider setting up a CIC which then would 'lock' the assets.

Useful Website

www.cicreg.gov.uk
www.cicregulator.gov.uk


7.   Community Amateur Sports Club (CASC) - CASC Support Pack

Description

CASC is a model a club can adopt to gain various benefits.  Registering your club as a CASC is a way of registering a club with HMRC without setting up a company.

Features
To qualify for CASC status the club’s governing documents (constitution, memorandum, articles and club rules) must make explicit the following four principles, relating to how the club is run:

  • There must be a policy of open membership and the club must not discriminate in terms of sex, race, religion, ability etc
  • The core purpose of the club must be to promote one or more sports/activities
  • The club must be non-profit making and any surplus profits must be reinvested into the club
  • There must be a dissolution clause stating that, in the event of the club being wound up, any remaining assets will be distributed to either the governing body of the sport, a charity or another CASC
  • A CASC cannot become a charity
  • Once CASC status is given the club cannot reverse this
  • An individual proprietor business may apply but they will need to prove they are non-profit making, which most businesses adopting this model are
  • When applying for CASC status, clubs need to include at least 12 months of accounts (these do not need to be audited by a solicitor) including a balance sheet and summary to prove they are non-profit making
  • A CASC has to be very careful if it pays any member or gymnast for their services. These are three examples from the HMRC's website:

 

Example 1. A cricket club pays a member for his services as a groundsman. The rates of pay are reasonable and negotiated at arms' length. This would be acceptable.

Example 2. An amateur football club pays two professional players to play in a league. In addition to their playing duties the two players have coaching and development roles with the club's junior squads which are open to all, regardless of ability. Again, this would be acceptable.

Example 3. A rugby club fields three teams that play in league tournaments. The first team players are engaged on full-time professional playing contracts. While they are required to undertake a small number of promotional activities they do not have any coaching or junior development role. This is unlikely to be acceptable for a CASC.

Benefits

  • CASC clubs gain mandatory business rate relief of 80%, although local authorities can offer 100% at their discretion
  • As a CASC you can reclaim basic rate tax on top of any gift given to you (+an additional 3p in the £) which means you will receive 28 pence on top of every £ you receive from donors
  • CASCs are exempt from Corporation Tax, which is a tax on annual profits of between 20% and 30% depending on the amount of turnover.  This benefit only applies if the club’s trading income is under £30,000pa
  • CASCs whose income does not exceed these thresholds are not required to complete an annual Corporation Tax return

 

Type of Club Adopting This Model
Clubs based in either a dedicated or non-dedicated facility that are able to benefit from the financial benefits associated and without the administrative resource required to run as a charity. It is less likely that clubs in non-dedicated centres will achieve any benefits from the trading benefits, as income from members is not considered to be assessable trading income

Useful Websites

http://www.hmrc.gov.uk/casc/casc_guidance.htm
http://www.hmrc.gov.uk/individuals/giving/gift-aid.htm

8.   Charity

Description
Charities are organisations that benefit the public in a way the law agrees that is charitable.  Most charities with an annual income of over £5,000 have to register with the Charity Commission and are regulated by them.

Key Features

  • Charities are run by 'trustees': the people who form the governing body or ‘board’ of a charity.  They are the people with ultimate responsibility for directing the business of the charity
  • Trustees are normally volunteers and receive no payment (except out-of-pocket expenses)
  • Charities must provide a benefit to the public and not an individual
  • Registered charities have to obey a number of rules and regulations set out in charity law
  • Those that are registered as companies have to comply with company law as well
  • A charity may own a CIC, in which case the CIC would be permitted to pass assets to the charity
  • The laws surrounding a charity may restrict what a club may want to do
  • There is a lot of bureaucracy involved with running a charity

 

Benefits

  • Charities can claim back tax on donations (Gift Aid)
  • Some charitable organisations will only pay to charities which opens up funding streams
  • Charities can benefit from Corporation Tax relief on some donations
  • Charitable status gives increased credibility of the organisation
  • Charities gain automatic rate relief, are unlikely to pay income tax, capital gains tax and stamp duty

 

Type of Club Adopting This Model
Any club that would like to is able to maximise the benefits of the model and has the capacity to deal with the administration duties. The rules do not restrict what the club does.

Useful Website

www.charitycommission.gov.uk
http://www.hmrc.gov.uk/individuals/giving/gift-aid.htm 



Appendix One - What is a social enterprise anyway?

According to the Social Enterprise Coalition: "Social enterprises are business organisations that trade in the market with a social purpose". They are enterprises that are developed and constituted to fulfil a particular social or community purpose. They act as a focal point for local people to identify the unmet needs of their communities and to respond to those needs with the help of their own income-generating activities. Their profits are reinvested towards those social or community purposes and they are normally owned and managed by the members of the community in question.

It is important to recognise that 'social enterprise' is not a legal term, but a business model; a culture and mindset, then a skillset and the legal structure could then be a Company Limited by Guarantee, a Community Interest Company or a Charity.

In sport, social enterprises could be developed in order to provide for explicit community needs and maybe to provide opportunity to fill the financial gap caused by falling public expenditure. This trend will be accelerated with the emerging Big Society agenda which no doubt, will provide considerable scope for enterprising community sports clubs.

There are six common characteristics for social enterprises that could be of great value to community sports clubs:

  1. Enterprise orientated (the focus is on developing a culture where business planning and creativity is at the forefront)
  2. Customer and community focused
  3. They have social aims - for sports social enterprises these social aims may include: providing affordable sport to people on low incomes, to improve activity levels amongst those who do not usually do exercise, or to support unemployed people into sports careers
  4. Profit is NOT a ‘dirty’ word because when they make a profit, that profit is put back into the enterprise
  5. They are liberated from other organisations’ policies, bureaucracy and procedures
  6. They are recognised as entrepreneurial and dynamic

 Appendix Two -  pdf Legal Structures For Social Enterprise At A Glance (50 KB)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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