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Ash
Ash, Solicitor
Category: Law
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Experience:  Solicitor with 5+ years experience
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Two groups looking to merge, each wishes to retain its own

Resolved Question:

Two groups looking to merge, each wishes to retain its own identity. One is a limited company, (limited by guarantee) and the other an Association. Could we set up an umbrella company? If so, could the umbrella company have the only bank account? Would the Association need to become a limited company?
Submitted: 3 years ago.
Category: Law
Expert:  Ash replied 3 years ago.
Alex Watts :

Hello my name is ***** ***** I will help you with this.

Alex Watts :

When you say retain own identity, is there any reason it could not be one company but each have its own 'Trading Style' please?

Customer:

Yes, the second group has its own "brand" and identity and does not want to be subsumed into the main group, hence we thought an umbrella company with both "groups" retaining their own identity.

Alex Watts :

Each company would need to have its own account, so you would need three, one for the umbrella, one for the Association and one for the Limited Company

Alex Watts :

As for who owns an association it is a group of indidviduals.

Alex Watts :

So if the individuals that own the Limited company are the same that formed the association, all is well

Alex Watts :

Otherwise the association would need to change to a Limited Company

Alex Watts :

This gives an added lawyer of protection as individuals won't be personally liable for debts

Alex Watts :

Can I clarify anything for you about this today please?

Customer:

If that is so then it looks like a non-starter as we are hoping to save money by having one group. To be frank, the main group is the British Institute of Verbatim Reporters, a 132 year old company of verbatim reporters. The Association is just that an association of individuals performing the work of Speech-to-Text Reporters. They are AVSTTR. They broke away from the main body BIVR 10 years ago and have become a "brand" in their own right. We thought a simple merger with them becoming Access to Verbatim Speech-to-Text Reporters would suffice but there are a few from each group who do not wish to change names.

Alex Watts :

Ah I see. That causes a difficulty then and you will need 2 separate ones

Alex Watts :

Does that help?

Customer:

Not really. Is there any way that we could become "one" yet with the separate identities?

Alex Watts :

Yes. By having separate trading styles but under one company

Customer:

How does having "separate trading styles" work, please?

Alex Watts :

So they could still say they are XXXX name, but on letterheads etc they just need to say, xxx is a Trading Style of XXX Ltd

Alex Watts :

So they can use separate names etc, but it is all one company

Alex Watts :

But all accounts will be as one, for annual reporting purposes

Alex Watts :

But any decisions need to be as a group as what one does affects the other

Customer:

Okay. Is there anything else you could suggest?

Alex Watts :

Apart from setting up two companies or having one company and 2 trading styles, that is it really

Alex Watts :

Those are the only options

Customer:

The main group BIVR were prepared to change their name, until a few diehards objected. I thought British Institute Group of Verbatim Reporters. The other group AVSTTR were prepared to merge and be "Access to" rather than "Association" as I was told (by a well-meaning colleague" that they could not be an "Association" if they merged.

Alex Watts :

That is correct.

Alex Watts :

But if they are all under one name, they can still have the trading styles.

Alex Watts :

But that is the only way

Customer:

Okay, then I guess that is it and the "umbrella" is of no use. Is there any website you could recommend to give me more information about trading styles?

Alex Watts :

http://www.howtoregisteralimitedcompany.co.uk/trading-as-and-trading-styles/

Alex Watts :

https://www.smallfirmsservices.com/info/trading-styles.aspx

Alex Watts :

Does that help?

Customer:

Thank you, ***** ***** try them.

Alex Watts :

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