Wednesday 23 September 2015

Manorial Guild Limited - struck off.

Way back in 2014 I wrote about the "Commom" Seal of The Manorial Guild (which to be fair was changed some while after I had an interesting conversation with the Guild's founder) and I thought that it would be appropriate to report to my reader that The Manorial Guild Limited, a professional membership organisation, whose address and director's name is that of the website of the same name, has been voluntarily struck off the Company Register.

It's relatively straight forward when an embryo organisation starts up without limited liability (i.e. its owners or founders or Trustees retain full liability) and then goes on to become a limited liability company, but things can get a little bit confusing when a company applies, voluntarily,  to be struck off the register and then appears to continue to operate.  Has the Guild ceased to operate or has it simply chosen to opt out of the protection of limited liability? Perhaps its sole shareholder has decided that the burden of reporting to Companies House is too much and that retaining unlimited liability is somehow preferable.

It is probably more usual for a membership organisation that has chosen to become a limited company to take the route of being a private company limited by guarantee without share capital; in other words, owned by its members rather than by shareholders.  That way, it is the members themselves who benefit from their own financial contributions, share the liability equally and profits can not be drawn to the benefit of any one member. As a company limited by guarantee, it will be managed by its members and there will be (or ought to be) annual election whereby its membership can choose a committee and a Chairman.

The Manorial Guild Limited however, was formed as, and operated on the basis of, a private company limited by shares; its sole share holder being Sean Thomas Arthur Rafferty (whose first name may in fact be Lord though he would prefer you to believe that it is a title and he uses it as such). Shareholders can and do profit from their businesses.

As I write, the website of the Manorial Guild appears to be adopting a policy of business as usual and there is no mention at all of the fact that the company has been removed from the Register of Companies House. One wonders if its "committee" is aware of the fact?

It is worth noting that when a limited company is struck off, upon dissolution, all rights vested in, or held in Trust for, the company are deemed to be bona vacantia, and accordingly will belong to the Crown. This would imply, to this writer at least, that the Registered Trademarks taken out by the Manorial Guild now belong to the Crown.

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