Hi all. My first post after benefiting from others' for a few years: thank you for the help! I'm not an accountant, hence needing to ask here...
I am going to be launching a small non-profit organisation. Because of massively easier admin we plan not to incorporate at this stage. But if things go as hoped, we would need to incorporate later.
Can anyone suggest a solution to give us perpetual succession, without the hassle of filings and traditional accounting?
While scoping the business we need professional reports. Given how difficult it is to assign the benefit of these (not to say impossible), it is massively easier if the reports are addressed to a corporation from the get-go, probably a dormant one, rather than to the non-person that is the unincorporated association. But we want the advantages of not incorporating the association itself.
Things I've considered:
- A holding company - but this would not be the professional's client, so no duty of care to it? =can't claim for negligence?
- Incorporate the assoc's committee (no trading except as agent so no accounts) - but again, the client is strictly speaking the association itself, so if the association is wound up, no professional liability to the company as it was merely agent of the now-ceased assoc?
- Association includes two dormant nominee companies. When the business needs taking forward by an incorporated form, assoc is not wound up, but natural members of the assoc join one of the companies as members of the now-active company. Dormant assoc is left with two company members (one of those dormant also). Dormant assoc. was always the professional's client, and could still sue for negligence if nec.
- A Scottish partnership (to ensure it's truly a partnership, members permitted to make 1% profit on a token investment, remainder for benevolent purposes)
- Incorporate the assoc as unlimited company, keep cash accounts only, and rely on the defence in CA s. 387 that in the circumstances this is excusable.
Of all of these, the last seems to me the simplest.
I don't know if this is the sort of thing y'all can help with? Many thanks if so!
(Disclaimer: I'm not asking for legal advice, just people's sense based on accumulated experience.)