In 2007 after a long and careful democratic process involving Bracknell Forest Council and its residential tenants & leaseholders a decision was reached to transfer the social housing stock into a newly formed Bracknell Forest Homes (BFH) Housing Association.
As a result of this decision and as per the recommendation of council executive BFH was incorporated as a “Industrial and provident society” which in basic terms means it is a not-for-profit organisation run with interests of its stakeholders (tenants & leaseholders) at heart and only limited by guarantee.
In order to fulfil The Housing Corporation’s registration requirements, Bracknell Forest Homes has undertaken a considerable amount of work on governance policies and the Shadow Board members have received a significant amount of training. Trowers and Hamlins have advised the Board on the legal structures to be put in place: the new association will be an Industrial and Provident Society with charitable rules. New tenancy agreements have been approved by the board, supported by a wide range of housing management and corporate policies.
Indeed, feedback from the Housing Corporation has been that the development of these policies, in consultation with the residents, is regarded as an exemplar of best practice. The Executive Management Team is now in place, with the exception of the Asset and Business Development Director post, which is being recruited currently. Caroline Titley started as Chief Executive on 3 December 2007. An Interim Head of HR also started in December 2007 and consultations were held with transferring staff during that month. The recruitment and selection process is now proceeding a pace. Operational staff are now being involved in the detail of the transfer action plans to ensure that the hand over of the service to Bracknell Forest Homes is as smooth as possible. Residents have been kept informed throughout the process in line with the agreed Communications Strategy.
In January of 2017 BFH announced it was exploring a potential merger with Housing Solutions (based in Maidenhead) this merger was supported by both Maidenhead and Bracknell Forest respective councils but BFH and Housing Solutions decided not to proceed with their merger discussions.
Then in November last-year BFH announced it was going to “re-brand” as Silva Homes Ltd. and as such incorporated a brand new Limited company rather than simply re-naming Bracknell Forest Homes.
As it stands this is a regular limited company with share holders and no restrictions on profit or the sale or management of the assets it holds such as Housing & Common Spaces (car parks, verges, access etc.).
This move could make an absolute mockery of the original careful and democratic process that was carried out to transfer these homes and common space to a Housing Association.
Response from Bracknell Forest Homes
We are working to maximise the number of new homes we can provide. We discussed the option of merging with a nearby housing association last year, and at the same time held focus groups with our staff and our involved customers about rebranding, which would have happened if the merger went ahead.
Although the merger did not happen, it was clear from the focus groups and other feedback that there is an appetite to change the name of the business, primarily to reduce the common confusion with Bracknell Forest Council. The feedback from the focus groups showed a desire to modernise – a new corporate, contemporary and short name, which is less geographic to also support our aim to provide more new homes. There was a sense of pride in our origins and what we have achieved over our first 10 years. Silva – the Latin word for forest – meets this brief and provides a nod to our heritage. It is short, stylish, sleek and independent sounding.
The brand change will have no impact on our charitable status, nor on our role as a registered provider with the Regulator for Social Housing. To protect the name for us as a community benefit society, we have also registered a company with the same name at Companies House. This is standard practice. We have no intention of using it for any other purpose.
Customers’ rents and rights will not be affected by this name change.
The process to change the name is fairly lengthy and we are currently waiting for legal clearances. Once we have those, there is then a formal process to change the name and it has to be registered with the regulator for community benefit societies, which is part of the Financial Conduct Authority.
We have kept our customers informed by letter, on our website and in editions of our Spotlight newsletter of various changes over the past year, and we will continue to do so.
As soon as the name is signed off and registered we will tell everyone. We are trying to co-ordinate this with our office move in March to minimise the amount of changes we have to make, for example to signage and stationery. It is the right time to change the name.
Unfortunately this still does not explain why an entirely new company has been incorporated and how the charitable status can be protected if Silva Homes is a Limited Company.
Its difficult to see how the FCA guidelines on Industrial & Provident Societies would allow the assets held by BFH to be legally transferred to regular limited company.
Furthermore the FCA has guidance in place for those organisations who wish to change their name (or “rebrand”).
Change of name 8.19 A society’s name will stay the same unless we register a change. To change its name, a society must pass a resolution at a general meeting with the appropriate notice. Charities registered in Scotland must also include confirmation from OSCR that it has given permission for the name change when they apply to us to register the change.
8.20 If the resolution is passed, societies should complete our name change form23 and return to us. The name change does not become effective until we have registered it.
8.21 We explain our approach to names on page 24 and Annex 1.
8.22 The name a society wishes to register must be available. To see whether a name is available the society should check Companies House, the Charity Commission, OSCR and the Mutuals Public Register.
8.23 Societies should also check if the name they want to use includes any words that require permission or approval for use. See Annex 1 for more information.
8.24 Regulated housing associations must notify their regulator of any change to their name.
8.25 We do not need to be notified of business names or changes to them. However if the society is applying to use a sensitive word that requires FCA approval under financial services legislation e.g. ‘bank’, then it must seek that approval.24
8.26 Societies must comply with the requirements in Part 41 Companies Act 2006 about business names.