Midlands housing association group consolidation

We acted as corporate and governance advisers to a housing association group based in the Midlands following engagement with the Regulator of Social Housing.

Prior to the restructure, the group consisted of eight legal entities, including a non-asset holding registered provider (RP) parent, an asset-holding registered charity RP, an exempt charity RP which is also registered with the Care Quality Commission (CQC), two other registered charities, a community interest company and two commercial subsidiaries.

The aim of the restructure was to address the complexity of the current group structure and the ability of the group parent to exercise effective oversight over the group and its activities. Following the restructure, there are now just four legal entities remaining in the group.

Our housing corporate and governance team led a multi-disciplinary legal team of pensions, employment and funding lawyers to advise on the entirety of this complex restructuring project from its inception to completion. Working alongside other advisers, including consultants and tax advisers, we liaised with regulatory bodies and registrars, including the Regulator of Social Housing, the Charity Commission, the Financial Conduct Authority (FCA) and Companies House.

We drafted all the corporate and governance documentation to effect the restructure, including the conversion of the group parent and the registered charity group entities to registered societies; the transfer of engagements between registered societies; the business and asset transfer of the community interest company; the dissolution of the community interest company; and new constitutional and governance documents for the remaining group entities.

Our work also included guidance on:

• the implementation of an interim governance arrangement whereby a co-terminous board was put in place for all group entities while the formal mergers were being implemented;
• the various group entities and their board on the process to approve the transfer of engagements and the parental step in rights; and
• the tenant consultation requirements. 

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