Notice to Members re the conversion of the MACP into a company
06 October 2023
Information Sheet
The conversion of the Musculoskeletal Association of Chartered Physiotherapy (MACP) from an unincorporated association into a company limited by guarantee registered with Companies House.
Background:
In the past few years, the MACP has entered into several agreements and contracts with various groups and companies including Universities, software developers and education providers. MACP is an unincorporated association and therefore not a legal entity. Thus, these agreements and contracts have required members of the Executive Committee to sign legal documents for various arrangements including fee payments and working relationships. It has become apparent that the status of the MACP as an unincorporated association means that members of the Executive Committee would be personally liable for any losses that may arise as a result of the contract being breached in any way if the assets of MACP are insufficient to cover that loss. Individual members are also responsible for any debts in any arrangement they have been responsible for if the assets of MACP are insufficient to cover that loss. This is an unacceptable position.
Action to date:
The MACP executive committee debated three possible options; stay as we are, convert to charitable status or convert to company status. A unanimous vote was received to convert to company status to stabilise the organisation and future executive committee. The MACP took advice from the Chartered Society of Physiotherapy, who advised that the proposed process was appropriate action.
The MACP commissioned Hempsons, (https://www.hempsons.co.uk/) a law firm and a leader in the fields of health and social care law, crime and charity law, to explore options for a more appropriate legal formation for the organisation.
The working group, comprised of the Chair (Neil Langridge), Secretary (Victoria Ryan) and Treasurer (David Alderson), supported by administrator Katie Holmes, have confirmed with Hempsons that we wish to convert the MACP from an unincorporated association into a company limited by guarantee registered with Companies House.
The main advantage of a company is that it is a separate legal entity from its members and directors (Executive Committee). Thus, the company itself enters into contracts and would owe a duty of care to third-parties and therefore it is the company which would be liable for the losses arising.
A program of work has been agreed.
Action required:
Under the Companies Act, 5% of the members (not 10% as stated in the MACP Constitution) have the right to requisition a general meeting. We cannot override the statutory right and set a higher percentage in the articles, therefore a constitutional change is required. This will be voted on at the MACP AGM on the 6th November 2023.
For any questions please contact: chair@macpweb.org
Yours faithfully
Neil Langridge, Chair and Honorary Fellow, MACP
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