Agenda item
Council Owned Companies
Minutes:
Philip McCourt, Director of Governance and Assurance introduced his report providing Members of the Committee with the information previously requested concerning companies which are wholly or partly owned by the Council.
The report informed that the Council currently owned shares in two active companies Edsential and Wirral Evolutions (details of which set out below). Both were regulated by shareholder agreements in conventional form.
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EDSENTIAL (CRN 09550258) |
Community Interest Company |
50% of the issued share capital (CW&C holds the remaining 50%) |
56290 - Other food services 85600 - Educational support services Primarily school catering and cleaning, support to creative and performing arts, governors, health and wellbeing, music, residential visits and training - More particulars can be found at https://edsential.com |
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WIRRAL EVOLUTIONS LIMITED (CRN 09589553) |
Private Limited Company |
100% of the issued share capital |
88100 - Social work activities without accommodation for the elderly and disabled More particulars can be found at http://www.wirralevolutions.org/ |
The Director of Governance and Assurance apprised the Standards and Constitutional Oversight Committee that the Council also owned shares in two other companies both of which were currently dormant, details of which are set out below. Governance issues would need to be fully addressed before the companies commenced trading.
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WIRRAL GROWTH COMPANY NOMINEE LIMITED (CRN 10669793) |
Private Limited Company |
100% of the issued share capital |
This company was incorporated to ‘hold’ the Wirral Growth Company name for the limited liability partnership and has not traded. It is essentially redundant and there is no requirement to keep it, but it could easily be repurposed to accommodate miscellaneous trading activity that the council may care to enter into. |
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WIRRAL HOLDINGS LIMITED (CRN 11750772) |
Private Limited Company |
100% of the issued share capital |
This is a single purpose company wholly owned by the Council - formed to enter into long term legal arrangements regarding the management of property in 10 years’ time, but which has not traded and otherwise has no current assets. This company could be repurposed to discharge not only its original purpose, but also other housing or property related activities. |
The Director of Governance and Assurance further informed that in addition, the Council had numerous other informal arrangements, PFI mechanisms, associations and ‘partnerships’ which either had no corporate structure or in which the council had no proprietorial interest as well as an interest in the Wirral Growth Company LLP, which, despite its name and it being registered at Companies House, was a limited liability partnership (not a ‘Company’ per se).
The Chair questioned whether there were any costs involved in registration or liabilities relating to the informal arrangements (PFIs etc). The Director of Governance and Assurance informed the Committee that all had been de-registered and were dormant, and specific costs in this regard amounted to £13.50 per arrangement. He further assured the Committee that if/when a Special Purpose Vehicle (SPV) becomes absorbed by / or member of another company (which can be a grouping of many dormant companies) there would be no impact on Council finances. He added that should they become (or plan to become) active, the Council must be notified.
Further discussion took place, with additional questions to the Director of Governance and Assurance regarding rights associated with these shares, risk to cost ratio and the use of search agents. Members sought reassurance in these areas and the Director of Governance and Assurance agreed that, if so instructed, he would be happy to take on a project to investigate dormant or dissolved companies to identify possible liabilities, should they exist.
Resolved – That
1) the report be noted; and
2) the Director of Governance and Assurance initiate a project to investigate dormant or dissolved companies in which the Council may hold an interest.
Supporting documents:
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