Registering as a co-operative, through the Mutuals department of the Financial Conduct Authority (FCA), gives your group the legal status to collectively borrow money and purchase housing. This is also called incorporating and this process takes about eight weeks.
Registration involves choosing a name, registered office, the officers, beneficiaries and submitting your 'Rules' to the Financial Conduct Authority (FCA). The term 'Rules' is used interchangeably with 'Primary Rules', 'Rule Book' 'Constitution' or 'Articles of Association'.
Primary Rules
The principle document of any registered co-operative society is known as the ‘Primary Rules’. These are like the Articles of Association for a company. They set out the parameters for the co-operative, including
- objects - the co-op’s goals
- powers - what the co-op is legally empowered to do
- who can be a member, and in some cases what is required of members
- governance – how members have control of the way the co-op is run
- dealing with disputes
- dissolution - what to do if the members decide not to be a co-op anymore
Primary rules are the most fundamental document for the co-operative and is essentially a contract between the members and the co-operative.
Registration is easiest by using any of the Model Rules made by FCA approved “sponsoring bodies” - such as Radical Routes, Co-ops UK or another sponsoring body.
Though some of the advice on this wiki will apply to co-ops generally, it is aimed towards co-ops who have adopted the RR model rules.
You can use the Catalyst Collective Registration Pack for registering with Radical Routes’ Fully Mutual 2014 (RRFM14) rules. We believe these are the best rules for creating a fully mutual housing co-operative in common ownership and managed by General Meeting. Please note that these get regularly updated, so to get the most up-to-date registration pack, get in contact with Catalyst Collective.
Model Rules made by 'FCA-approved sponsoring bodies' have been already accepted by the FCA, so using these rules is cheaper, quicker and more straightforward than creating a set of rules from scratch. You can make changes to the model rules, though this is more expensive and some rules are required by law so cannot by changed.
| Application | Fee |
|---|---|
| Using model rules with no changes | £40 |
| Using model rules with 1-6 changes | £120 |
| Using model rules with 7-10 changes | £350 |
| Using model rules with 11 or more changes, or a new set of rules | £950 |
Radical Routes created and recommends using the [RRFM14 (Radical Routes Fully Mutual 2014)] set of model rules. These support decision making by consensus, and restrict the ability of members to change specific rules without permission from Radical Routes. This prevents people from selling the co-op assets for personal benefit further down the line. To register using RRFM14 you can contact Catalyst Collective, who administer the rules for Radical Routes.
If you find model rules do not suit your purpose, you could try finding an organisation with similar aims and ask to look at theirs, or perhaps use a version designed to be more generic such as those from Co-ops UK.
Officers
You need to name at least three people as “officers” to register as a co-operative. These must be named on the form as a secretary, treasurer, and one other role. Every year at the Annual General Meeting, these roles can change. These official “officer” roles are often just a legal formality, as you may choose to rotate who is doing the work of these roles, or distribute the work amongst a few members.
Beneficiaries
If you’re using RRFM14 or certain other model rules, you may have to pick other organisations which would get the co-ops assets if your co-op dissolves. It makes sense to pick other common ownership co-ops with similar goals. You might pick another local housing co-op, another co-op you want to support, or Radical Routes. With RRFM14 you can list more than one of these, and choose the order of preference. It’s a good idea to make sure at least one is a long term and stable housed co-op, as this part of the rules could be really important much further down the line.
Name
You will need to register Rules in the name of the co-operative. For this, you will need a name that is not already registered. Check whether the name you have in mind (or similar) is already in use at Companies House. Agree a second name as an alternative in case the first is not accepted by the FCA.
It is good practice to name yourself ‘XXXX Housing Co-operative Ltd’ as this helps to clarify your status when dealing with officialdom. When choosing your Co-op's name, think about all the situations you're going to need to use it in – will it appeal to future members or instill confidence in lenders?
A small change to a name currently in use can make your choice acceptable, though the FCA may insist you get written permission from an existing business with a similar name, for example, a company wishing to register a name including 'Sheffield Housing Coop Ltd' might have to ask permission from 'Sheffield Housing'. Permission will usually be granted unless there is a genuine concern that there might be a confusion between you and the other company in which case you probably are better off having a more distinct name.
It can be easier to come up with lots of names than to start trying to find the perfect name. Try making a huge list of possible names, even including ones that you don’t like, and then whittle it down after. Trying to find the perfect name from the start can make people not say their ideas for fear they aren’t “the perfect name”. Taking the pressure off so all suggestions are welcome makes it much easier to get a big list of ideas.
The Registered Office
The full name of the co-op should be visibly displayed in the registered office. The register of members must be kept there, as should the latest balance sheet, and if required, an auditors report. These may not exist until after the co-op's first year of operations).
Taking over an existing housing co-op
It is possible to take over an already registered but defunct co-op - from a group that has become dormant.
Be aware that co-ops which have become defunct are often not up to date with mandatory paperwork (FCA returns, corporation tax filing etc) and there may be fines for this, which can be more expensive than setting up a new co-op. If the co-op has any unrecorded debts such as an unpaid invoice, the co-op would still be liable for these. There can also be a lot of work bringing up to date the register of members, year end accounts, etc if these have not been well-maintained. For this reason, we do not generally recommend taking over defunct housing co-ops.
If you do still decide you want to take over an existing co-op, and have found a dormant co-op that wants to be passed on, the existing members simply accept the new group as members through their usual membership process, and then resign themselves.