Friday, 26 September 2008

Off the Shelf

A point of interest linking the Cultural Commission to Creative Scotland is to be found in the attempt to decide on an operational structure for the Commission. John Mason (Head of Tourism, Culture and Sport) was prompted to suggest setting up a company limited by guarantee [1], to which Gavin Barrie (Education Department, Cultural Policy) responded by sending a blueprint for the Cultural Commission Company. This posited the Scottish Ministers as its sole Member and James Boyle its only director, appointed by the Ministers, thereby stretching the arms-length principle to its limit. Expanding on the setting up of a company limited by guarantee, Barrie’s advice provides some insight into ‘public sector’ practices:

  • The Solicitors arrange to buy an “off-the-shelf-company” (usually from Oswalds) that approximates to what we require (Scottish Screen, the National Gaelic Resource Centre, and Bord na Gaidhlig (Alba) were all bought off the shelf as educational charities).
  • The off-the-shelf company will come with a Company Memorandum and Articles of Association which will need modified to suit the Cultural Commission.
This document continues:
  • The Solicitors find individuals to act as Promoters, Subscribers, Directors, Company Secretary, and Shareholders in order to get things in place. Sometimes civil servants are appointed as Directors initially.
  • We need to find people to own the shares and thus the company. This could be the Scottish Ministers, though that might not give the impression of independence and impartiality
  • There is an application to Companies House for a Certificate of Incorporation for the company. Once it has its certificate it can begin to operate as a legal entity i.e. to enter into contracts, hire staff etc. There is a fast track process for “same-day” incorporation. [2]

1. In an email of 8 May 2004 (accessed 15 February 2008).
2. By email on 24 May 2004 See page 35 of document (accessed 15 February 2008).