Can the same people act in two capacities at once?

Dear Charlie

You have kindly provide us with a document that outlines the terms of a Transfer Agreement [for the conversion of an unincorporated association into a limited company].

Within this document it states that 'on the transfer date representatives of the association and of the company (and not the same people acting in both capacities) should get together and confirm that all the conditions of the Transfer Agreement have been met'.

In the case that we are dealing with, the three members of the management committee will become the three Directors of the incorporated organisation - so will effectively be the same group of people representing both? Your advice would be appreciated . Thank you



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Charlie Cattell is a specialist in legal and governance matters relating to social enterprises, charities and voluntary organisations, assisting a wide range of groups with legal structures, organisational management, and regulatory issues.