Only clubs structured as companies ‘limited by shares’ or societies registered with the Financial Conduct Authority (FCA) and with the right clauses in their constitutions are able to issue equity.
If they have the right legal structure, clubs can sell shares to club users or outside investors where those people who invest can take rights in the club. Those rights can be over the future profits (dividends), over the governance of the club (through voting power at AGMs) and depending on the shares and whether they are able to be sold on, capital gains from people they sell those shares on.
Laws and regulations
Company Law is very flexible and so clubs can explore which structures could have different classes of membership in return for certain rights; club members could have voting strength but no dividends while outside investors could have fewer rights over governance but rights over club surpluses.
Some things to think about:
- While flexible, the law governing companies with share capital is built around protecting investors who seek to achieve a financial return and so social purpose can be harder to enshrine. Clubs could, though, explore using a Community Interest Company to do this. However, once rights have been given they are difficult to remove, and selling equity in a ‘standard’ company structure can start a process that can see control move away from the club’s participants or users.
- In addition, there are laws and regulations governing offering share capital to the general public that can make it hard for clubs to use these methods cheaply or without risk. While exemptions exist for companies raising less than £150,000 from less than 100 people, or where there is already an existing member base in a relationship with a company (such as club members), clubs should take professional advice to ensure that they don’t inadvertently commit criminal offences, which can also lose their Directors the benefit of limited liability.