The company’s constitution and the legal protections that bind it. The governing document is the Articles of Association; the community purpose is declared in the CIC36. Those source documents are authoritative; this page holds the facts for lookup and quotes the Articles by number.
Legal form
Interwoven Arts CIC is a community interest company limited by guarantee, without share capital, constituted under the Companies Act 2006 and the Companies (Audit, Investigations and Community Enterprise) Act 2004. It has no shareholders; its members are guarantors, each liable for £1 on a winding-up (Article 7). Every member is a director and every director a member (Articles 26.3 and 27.2.3). The company adopted bespoke Articles as a Schedule 1 small-membership CIC and expressly excluded the model articles (Article 36) — it is governed entirely by its own Articles, not a statutory default. Registration facts (company number, registered office, filing dates) are in our legal status.
Objects
Article 5 sets the company’s objects — activities that benefit the community, and in particular to: advance the arts for public benefit, especially immersive and interactive experiences using light and sound controlled in real time by responsive technologies, designed to be accessible and inclusive for autistic people, people with sensory processing differences, and disabled people and their families; promote access to cultural experiences that support wellbeing, including for those who for cultural or religious reasons do not take part in mainstream seasonal celebrations; promote knowledge, skills and inclusive practice in sensory-accessible cultural work through workshops, training and consultancy; and support the sustainable use of heritage gardens, arboretums and other natural settings as cultural venues. The directors may also carry out other activities they determine are consistent with the community interest. To further these objects the company may do anything lawful, including borrowing and raising funds (Article 6).
Asset lock
The asset lock is the central legal protection that separates a CIC from an ordinary company. It binds the company’s assets to its community purpose and is enforced by the Office of the Regulator of Community Interest Companies. The general rule is Article 3.1: “The Company shall not transfer any of its assets other than for full consideration.” The company cannot give assets away or move value out — cash, equipment, or intellectual property — unless it receives full value in return.
Article 3.2 allows two departures: transfer to the company’s specified asset-locked body, or, with the Regulator’s consent, to any other asset-locked body; and transfer made directly for the benefit of the community, other than by moving assets into an asset-locked body. The Articles’ Schedule defines an asset-locked body as “a community interest company, a charity or a Permitted Society; or a body established outside the United Kingdom that is equivalent to any of those.”
Not for profit, no dividends
Article 4: “The Company is not established or conducted for private gain: any surplus or assets are used principally for the benefit of the community.” Because the company is limited by guarantee with no share capital, there are no shares and no dividends — no surplus is distributed to members. The CIC36 records the position: “If the company makes any surplus, it will be reinvested into further community benefit activities… Any surplus donated externally will go to CICs and charities with similar objectives, with the consent of the CIC Regulator.” The asset lock does not prevent the company trading, charging commercial rates, or paying reasonable remuneration for work done — it restricts the distribution of assets for private benefit, not the earning or spending of income on the company’s purpose.
Dissolution
Article 3.4: if the company is wound up under the Insolvency Act 1986 and all liabilities have been met, any residual assets pass to the body specified in Article 3.5 — The Roger & Douglas Turner Charitable Trust (Charity Registration Number 1154467, a Charitable Incorporated Organisation; Arley House, Lion Lane, Upper Arley, Worcestershire, DY12 1SQ). Members receive nothing beyond the £1 guarantee limit.
Related-party transfers
Any transfer of assets to a connected organisation — including Grove Wellbeing CIC, of which two Interwoven Arts directors are also directors — must be at full market value (Article 3.1), or routed through the Article 3.2 asset-locked-body exception with the Regulator’s consent. Such transactions also engage the conflict-of-interest rules; the process is in directors’ duties & conflicts.
Amending the constitution
The Articles can be altered only by special resolution of the members — at least 75% of the voting rights (Article 29.1.2). As a CIC, the company must send any altered articles to the Regulator and must continue to satisfy the community interest test; changes affecting the asset lock or community-benefit provisions are the most tightly controlled.