Frequently asked questions

Well, they have been asked. Maybe not frequently. If your question is not included below, please ask it on the “planet lom” site.

All this legal and accountancy talk frightens me. Also, I haven’t much free cash to invest in such things. Will I be able to visit the message board like I do now or will I need to become a shareholder?

Re the first point; Broonie, Ballagher and Westonfavellsaint would say that’s their purpose in life (followed by charging people lots of money to help them).

Re the question, you absolutely DO NOT need to be a shareholder or even a regular worker to enjoy the site. For many people, these proposals will change nothing as far as they are concerned.

How will the share offer process work? In particular, will bids remain anonymous?

Some detail of the process is set out above. The answer to the second question (regarding anonymity) is “yes” up to the closing date.

As shareholder, can I remain anonymous?

By law, a company must maintain a “register of members” (which is a list of all shareholders). This register is, technically, a publicly available document (available at “Companies House”) and can be viewed by anyone. So in that sense the answer is “no” (unless you want to set up some sort of trust to purchase your shares). However, in all other senses, if you so wish, no-one need know.

Will I be able to sell my shares at any time in the future?

Yes – although the process is not entirely straightforward. The rules of the company (and these are very much typical of new companies) state that if you want to sell your shares you must notify the directors. They will then advertise to establish whether any existing shareholders would like to purchase these shares (at a value agreed between the parties). If the directors are unable to find a willing buyer, the shareholder is entitled to seek a purchaser from elsewhere (again, the price to be mutually agreed).

Will it be possible to buy more shares in the future?

First of all, shares may become available when someone else wishes to sell theirs (see the answer to the question above). Otherwise, it will be possible to buy shares on a future share issue.

Share issues are possible in the future. A decision for such an issue would be made by the directors at the time and it has been established that no future issue will take place in less than eighteen months. The difficulty with them is in establishing a fair price for these shares. Views vary on this one. Basically, a balance has to be struck between being accessible to all members of the coysdc community (some of whom may not know of its existence) and avoiding prohibitive administration.

Will anyone be able to buy shares in a future share issue?

Yes – including Rich and Chris although they are not going to buy so many that they increase their overall stake in the company.

Will the company have to prepare accounts?

Yes. The accounts will have to be prepared every year in accordance with the Companies Act 1985. There are at least two accountants who are frighteningly excited at the prospect of helping to do this. A copy of the accounts is filed at Companies House.

Will these accounts need to be audited?

Under current rules (which are due to change soon anyway) companies with assets of less than £1.4 million and an annual turnover of less than £1 million are exempt from audit. To have a voluntary "audit" (in the true sense of the word) seems a totally unnecessary expense.

How much of this set-up is enshrined in the rules of the company and how much could change?

The ownership of the company is determined by the shareholdings as set out above. However, much of the rest (for example, the possible activities that the company enters into and the division of profits) is at the discretion of the directors and shareholders.

Why does the site need to be a limited company?

By setting up COYSDC Ltd. there now exists a separate legal entity. That is, there is an organisation that is owned by its shareholders and is managed by its directors. (Contributions to the message board, writing articles, arranging get-togethers etc. will be made by anyone who wishes to do so, exactly as is the case now.)

The advantage of a “limited liability” company is that the owners are protected. Just suppose (and it’s hard to imagine) that something slanderous was left on the site and, in spite of our best efforts, the board was successfully sued. Whilst the assets of the company could be used to pay the damages, there is no further charge on the owners (ie. the shareholders) of the company. So whilst you may find that the value of your shares in the company are worthless, you can rest assured that your Villa in Biarritz is still safe.

The reason for a private limited company, as opposed to other options available, is that the structure is simple and inexpensive (both to set up and administer) and it provides the organisation with the ability to introduce some initial capital.

What if there is a disagreement over charities?

Hopefully, it will never come to that. Presumably, ideas for charities or how to choose the charities would be discussed on the message board.

But, if irreconcilable differences arise, the answer is that the final decision will rest with the board of directors. If people were sufficiently enraged by their decision, they could seek to remove one or more directors at the Annual General Meeting. As stated before though, it seems unlikely that it would ever come to that.

How does Jetsco fit into all this?

Jimmies End T-Shirt Company (JETSCO) is a separate business, again by Rich, Chris and Stockers. The operations of Jetsco are independent from COYSDC and will continue to be so (although they will work closely together on various projects such as the BHF sponsored walk).

Anything else?

As stated at the top of this page, if you have any further questions that have not been addressed, please feel free to put them on the “planet lom” message board.