AP05 Form UK: Appoint CIC or Charity Manager

Overview

Form AP05 is the Companies House notification used to record the appointment of a manager, a receiver and manager, or a judicial factor over a community interest company or charitable company. It is not the instrument that creates the appointment.

The appointment itself flows from a decision by the Secretary of State (or the CIC Regulator acting on their behalf), an order of the court in England and Wales, or an order of the Scottish court. The form exists so that the public register reflects who is now running the affairs of the body, which is important for anyone dealing with it.

The underlying powers sit across two pieces of legislation: the Companies (Audit, Investigations and Community Enterprise) Act 2004, which governs CICs, and the Charities Act (with its later consolidations) which covers charities in England and Wales. Filing is typically done by the appointed person or the regulator, not by the company itself, because control has passed out of the hands of the existing directors or trustees.

Key steps

1. Confirm the statutory basis for the appointment. Identify which power is being used: section 47 of the 2004 Act for a CIC manager, the Charities Act powers for a charity receiver and manager, or section 103 for a Scottish judicial factor. Each has its own threshold test and this determines which box on the form to complete and what supporting documentation the regulator or court will expect.
2. Obtain the appointing order or instrument. A certified copy of the Secretary of State's order, the court order, or the interlocutor from the Scottish court will be needed. This document is the legal foundation of the appointee's authority. Without it, third parties such as banks and contract counterparties will not recognise the appointee, so getting clean, certified copies early is worth the effort.
3. Complete Form AP05 accurately. The form requires the company name and number, the nature of the appointment, the effective date, and full details of the person appointed. Any error in the company number or the appointee's details can delay the register update. Take time to cross-check each field against the underlying order.
4. File the form with Companies House. Submission is usually by post given the nature of these appointments and the supporting documents that accompany them. Keep proof of posting and a full copy of what was sent. The public register will then show the appointment, which puts the world on notice that the company's affairs are being managed by the appointee rather than its directors.
5. Notify stakeholders and take control of the affairs. Once the appointment is on the register, the appointee normally writes to banks, creditors, employees, and key contractors to confirm their authority. For charities, the Charity Commission will usually already be involved. For CICs, the CIC Regulator will expect regular updates on progress and on what is being done to protect the company's assets.