Update 20th March
Further to the information in the February 2024 draft NEC minutes, there has been a second Board meeting of the limited company on 14th March.
At that meeting the Directors agreed the Incorporation Agreement, written by the lawyer advising on Incorporation, which transfers all assets whatsoever held on behalf of the unincorporated association to the limited company.
On 19th March, there was a meeting of the group managing Incorporation
At that meeting, it was agreed, following the Incorporation Agreement, that Branches will be given further information and advice. This will be prepared by the lawyer advising on Incorporation, Paul Matthews; Bernard Seymour, DPO and HR Advisor and Ian Parsons, from the Accountants
Once this advice has been received, it will be circulated to Branches.
Parsons and our Financial Controller, Richard Atkinson, are also progressing training for Branch Treasurers
In the meantime, if you have any queries, please contact ceo@narpo.org
Update 19th February
- Company formation and Directors
- NARPO new incorporated company now formed called NARPO
- First meeting of the new company was held on the 14th February 2024 when the NEC were appointed as Directors.
areas of work and key issues are-
2.1 Create a functioning company
- Open a Bank account for the new company
- Meeting with insurers
- Update website and domain and stationery
- List of all organisations with which NARPO conducts business
- PAYE Registration – when incorporated
- New VAT Registration
2.2 Transfer Business Assets
- Staff consultation/ information re TUPE and contracts
- Transfer of funds to new company
- Conveyancing of buildings
2.3 Close down Unincorporated Association
- Not started
2.4 Finance Operations
- Parsons to design accounting processes and liaise with NARPO Financial Controller regarding communication to Branches and training to Treasurers.
3. Conference
- Conference will hold the AGM and voting will include Proxy voting. Information on Proxy voting and voting at Conference to be developed.
4. Timeframe
Looking to incorporate towards end of April 2024
November Update
There had been three online meetings since Conference. The participants in these meetings are: Paul Matthews legal advisor on Incorporation, Bernard Seymour, NEC legal, DP and HR advisor, Ian Parsons and Rebecca Davison from Parsons Accountants, Sophie Maxwell-Clayton, Communications Richard Critchley, Kate Rowley and the CEO, representing NEC and HQ.
The current position is-
1. The Solicitor has received permission from the Home office to use the word ‘Police’ in the Company title. The Solicitor will be making an application for dispensation not use the word ‘limited’ in the Company title. This would mean the Association would still be known as NARPO.
2. Application has now been made to Companies House to register the new company. Initially, it will be a shell company, not an operating company, and will have two Directors, Richard Critchley and Kate Rowley. Other members of the NEC will be added in due course.
3. A draft plan, including workstreams and actions, has been prepared by the Accountants
4. An Incorporation Agreement has been drafted and being considered by the Solicitor and Accountants
5. An email request on behalf of the Accountants will be made to Branches to identity assets, Creditors, liabilities and any employees
6. A tax report has been commissioned by the Accountants which addresses the potential tax and Stamp Duty liabilities. These are being progressed by the Accountants with HMRC
7. There will be consultation with HQ staff regarding TUPE
8. The process concerning VAT will be agreed by the Accountants and guidance given to Branches.
9. Advice and support to Branches and Treasurers will come from the Accountants
10. Clarification of Proxy’s will be provided the Solicitor
11. Clarification will be provided by the Solicitor regarding the format of Conference, to include an AGM
12. The process of transferring members to the limited company will be through existing communication channels
13. Communications- There are further meetings planned up to the end of this year. SMC will update the NARPO website with progress and developments
14. Timeframe- There may be a delay caused by HMRC and VAT registration but is still anticipated to transfer to the limited Company before the end of the first quarter of 2024.
Documents
The draft Articles of Association and Rules have been written by Paul Matthews, the lawyer advising the NEC.
24/08/23 Incorporation Seminar Presentations