From what I can see, it was the charitable trust that was the trading entity, at least on taking over SPCK’s shops in November 2006.

The company was not incorporated until Feb 2007, after which it was registered as a charity in June 2007 and the Trust rolled into it as a subsidiary in August 2007 under S96 Uniting direction.

Which is bizarre as the usual trading structure for a charity is that of a parent charity, which is often, these days, also a company limited by guarantee, and a non-charitable company limited by shares operateing as a wholly owned subsidiary, with profits transferred to the charity either by covenant or gift aid.

Th structure you describe is absolutely the right one for a charity with a trading arm – but its not what Brewer registered unless its ENC that’s the trading arm, in which case we still wind up with Brewer trying to ditch a Uk registered charitable trust in a US court to avoid liabilities.

And… and here’s the rub, liability for trustees of charitable trusts is unlimited and personal.

There is no such thing in the UK as a Limited Liability Company (LLC). An LLC is a US entity. There is in the UK a Limited Liability Partnership (LLP) but there is no LLP registered in the UK under any of the variations of SSG or St Stephen the Great.

The number quoted in the bankruptcy petition in the Texas court is the UK registered charity number – the petitioner claims it’s a UK registered company, which is not true. There is no UK company registered with the number quoted as a UK company registration number on the bankruptcy petition.

I believe that the Charity Commission advised the Brewers to separate the trading entity from the charitable entity, since a charity may only trade and include its trading within charitable accounts if the purpose of the charity is furthered by the trading. SPCK could legitimately do this as a charity, but the aims of the St Stephen the Great trust(s) are not to communicate Christian literature etc, they are to set up Orthodox Churches, and while a trading profit (haha) from the bookshops could have supported this purpose, it is not charitable in itself. This is why Oxfam Trading is a wholly owned operating company owned by Oxfam the charity. Oxfam the charity might own the shares, but the entities are separate.

The Charity Commission would probably be looking into the extent, if any, to which charitable money has been used to prop up the operation of the shops. Any such payments would probably be ultra vires, and therefore a breech of trust.

ENC, Durham Cathederal (sic) Shop Management and Chichester Cathedral Shop Management are UK registered companies, registered by persons from outside the UK. They are thus subject to UK company law, and can become insolvent in the UK (but not bankrupt.) They may also be subject to US law, but that’s a matter for a US based lawyer.

I don’t know if I’ve wasted my time or not but if someone wants it, email me and I’ll send the link. simosthoughts at gmail dot com

(1) St Stephen the Great Limited [Co RESPONDENTS]
(2) St Stephen the Great Charitable Trust
(3) ENC Management Company

so if it was their aim to weasel out of the claims by transforming themselves into something else, it seems to have failed!!!

http://d-notice.blogspot.com/2008/07/d-notice-religious-nuts.html