Friday, 14 July 2017

How to form a Livery Company - A Beginner's Guide

Since the Norman Conquest of October 1066 the City of London has begotten more than one hundred Livery Companies. The current count of one hundred and ten is the highest since records began, and there are several prospective Livery Companies in the pipeline that will likely increase that count in the next decade.

In the distant past some Livery Companies have failed, others have merged and at least two split apart (Bowyers and Fletchers). Putting aside the first nine hundred years of the growth of the Livery Companies, the past 70 years have witnessed an enormous increase in the formation of new companies. With the exception of the Master Mariners (achieved Livery status in 1932) and the Solicitors (Livery in 1944) all the 'Modern' Livery Companies have formed since 1952.

How does one go about forming a new Livery Company?

The first thing to understand about Livery Companies is the single, unbending, universal and inescapable rule that applies to all Companies, ancient and modern, to wit: "There are always exceptions". Keep that to the fore as you read what follows.

The first step to forming a Livery Company is for a group of likeminded persons working in a common area of trade, craft or professional practice* to have the aspiration of forming a Livery Company. For that aspiration to move from the imagined to the practical, the group will need to have substance as some sort of association, whether that be unincorporated or more likely a company limited by guarantee. An existing professional institution may also be the point of genesis for a future Livery Company.

* A Livery Company must be aligned with an occupation, and one which is closely connected with the City of London. A Livery Company is not a trade union or other form of representative body campaigning for the rights of workers in a given occupation. Neither is a Livery Company a Professional Body or Learned Society, although it will have an educational and training aspect to its life and may well support academia.

An example may be found in the Guild of Investment Managers Ltd, a company limited by guarantee that has formed with the intention of seeking Livery Company status to represent the Investment Management industry (and the occupations that directly enable it). In July 2017 the Guild held its first event inviting members of the Investment Management industry to learn more of its plans, and recruit members. The Guild is clear in its ambition to become a Livery Company.

The Logo of the Guild of Investment Managers Limited © Guild of Investment Managers

The formation of a Guild is the first concrete milestone on the road to Livery Company status

However, the act of forming the legal person (in this case the limited company) and titling it 'The Guild of so-and-so' does not make it a City of London Guild anymore than the Guild of Master Craftsmen (a trade association in the UK) is a Guild recognised by the City.

For a Guild to progress and achieve recognition by the City's Court of Aldermen, several criteria must be satisfied. The Guild must have:

1) A sponsoring Aldermen*
2) Sufficient paying members to provide confidence that the Guild will not collapse (circa 50+)
3) General funds of no less than £10,000 (2017 figures)

* The General Purposes Committee of the Court of Aldermen must agree the appointment of a Sponsoring Alderman.
+ There is no magic figure, but the number should be sufficient to show clear support from among those operating within the trade, craft or profession.

The Guild of Investment Managers is fortunate to have a Sponsoring Alderman whose occupation was within the industry, and is hence well placed to guide the Guild's progression and understand the industry from within. Furthermore the Guild of Investment Managers operates within a regulated industry, which makes it easier to define who is or is not in the business of investment management.

It is wise for the Guild to seek letters of support from other Livery Companies, and perhaps for relevant professional bodies, trade associations or industry regulators attesting to their support for the Guild's aspirations to progress toward Livery Company status.

In many cases, such as that of the Marketors' Company whose early membership were all fellows of the Chartered Institute of Marketing, the involvement of a professional body or trade association may be important in both supporting the Guild and differentiating between the two, since a Guild should not seek to duplicate the functions of a professional body or trade association, even if it represents the same occupational area.

The critical stage is reached when the Guild presents a Letter of Intent to the Court of Aldermen expressing its desire to achieve formal recognition by the City. As such it is advisable for the Guild to informally seek the views of the Aldermen and Magistracy sub-committee before submitting the Letter of Intent.

Acceptance of the Letter of Intent by the Court of Aldermen gives the City recognition to the Guild

Having obtained this vital recognition, the Guild will then need to grow its membership and general funds, in addition to opening a charitable fund.

Progression to the next stage, that of City Company without Livery, will usually take at least four years (exceptions are known) and the financial requirements for progression will be reviewed periodically by the Aldermen and Magistracy Sub-Committee.

For the Guild to progress and achieve City Company without Livery, several additional criteria must be satisfied. The Guild must have:

1) General funds of no less than £30,000 (2017 figures)
2) Charitable funds of no less than £150,000 (2017 figures)

The Guild must also:

3) Represent a trade, craft or profession not already represented among the Livery Companies, Companies without Livery or other City Guilds. This will usually have been demonstrated at the Guild stage (at least one exception exists) and it is the Sponsoring Alderman's responsibility to ensure no substantive overlap exists.
4) Demonstrate a commitment to the civic life of the City, through charity, education and finance.
5) Demonstrate that a majority of members are actively engaged in the trade, craft or profession which the Guild represents (CVs may be required).
6) Hold its meetings within the City limits (i.e., the Square Mile), although at least one Livery Company was carefully 'placed' outside the City owing to its noisy and explosive occupational activities (again, there are always exceptions).
7) Show that its membership comprises 'fit and proper persons' with City connections.
8) Have grown its paid up membership to at least 100.
9) Show evidence that its engagement with trade, craft or profession have produced beneficial results (e.g., hosting occupational events, supporting education, apprenticeships, awarding, etc)
10) Have a comprehensive business plan with evidence of four years of audited company accounts.

The climb gets steeper as the Guild progresses, and this is why early soundings should be taken before embarking on the journey, and mature consideration given to the requirements and timescale. Some Guilds have progressed quickly, notably the Marketors who progressed from Guild to full Livery Company status in two years, and the Insurers who completed the entire process in under a year, but these are notable exceptions. Other Guilds have taken longer than the four year 'minimum' outlined earlier.

The Aldermen and Magistracy Sub-Committee will want to be sure the Guild will not collapse through lack of leadership, support from its membership or adequate funds.

When the above criteria are met, the Guild may petition the Court of Aldermen to be recognised as a City Company without Livery.

Acceptance of the Petition to the Court of Aldermen elevates the Guild to a Company without Livery

The formation of a City Company without Livery puts the Company on the City map as a strong contender to progress to full Livery Company status. It is possible to stop at this stage, and there is one City Company without Livery that has no intention of progressing further. Curiously there is another Company, which is recognised by the City, but is not a City Company without Livery since it was formed by Act of Parliament. Recall the rule of exceptions!

The Marketors and Insurers managed to skip this intermediate stage entirely, how and why is lost to the mists of time, but it seems unlikely that exception will be repeated in the era of more stringent corporate governance.

At the time of writing there is a single Company without Livery which intends to become a Livery Company, although its progress has been rather longer than one might expect. Time will tell if it progresses or perhaps merges with another Livery Company as happened to the Newspaper Makers' Company when they realised their future was best served by joining with the Stationers.

A period of four years as a Company without Livery should pass before a petition for Livery Company status is presented to the Court of Aldermen.

For the Company without Livery to progress and achieve Livery Company status, several additional criteria must be satisfied. The Company without Livery must have:

11) General funds of no less than £60,000 (2017 figures)
12) Charitable funds of no less than £300,000 (2017 figures)

It is also wise for the Company to seek informal advice from the Corporation's Officers on the form and procedure, although this advice is received without obligation or commitment.

When ready, and particularly when the right signals have been received, and the mood music is conducive, the Company without Livery may petition the Court of Aldermen for Livery Company status.

Acceptance of the Petition to the Court of Aldermen elevates the Company to Livery Company status

Throughout this process the Sponsoring Alderman has a pivotal role to play in guiding and advising the progress of the Guild and Company without Livery to the point of becoming a full Livery Company.

It is beyond the scope of this blog article to describe the role of the Sponsoring Alderman in full, and there are many other Corporation Officers who will also play a role in the progression of the Guild. These are no less important than the role of the officers of the Company who will shoulder the burden of the Guilds operational leadership, fund raising, recruiting and other activities.

Taken in the whole, rather than step-by-step, the process ensures that new Livery Companies are sufficiently robust as to ensure they are permanent. The length of the process also serves to dissuade casual interest or ambitious Guilds in a hurry.
Letters Patent granting Livery Company status to the Information Technologists' Company in 1992 © Paul D Jagger

Allied to the above process, there are several adjuncts to the process which although not vital are befitting of the status and dignity of a City of London Livery Company, they include but are not limited to:

A) A successful petition to the College of Arms for Letters Patent granting armorial bearings
B) Purchase of robes and insignia for the Guild's principal officers
C) The acquisition of treasures (usually gifted) for display and use at banquets

Robes worn by the Master and Wardens of the Fan Maker's Company showing the Company's arms (prior to grant of supporters) © Paul D Jagger
For all Modern Livery Companies the process of elevation to Livery Company status involves the setting of a limit on the number of Liverymen the Company may clothe. This limit is usually 300 and may be incremented by the Court of Aldermen as the Company grows and if circumstance warrant, but it is by no means a given that the limit will be raised simply on request.

Most Livery Companies, even the Modern ones, go on to petition the Crown for a Royal Charter and, if successful, become Royal Charter companies. This in no way diminishes the Livery Company status, rather it unifies the previously individual members into a single body politic, which surrenders certain aspects of its governance to the Privy Council.

Progression to Royal Charter Company is the apex of achievement for that now long forgotten nascent Guild, and the subject for a future blog.

Want to learn more about the Livery Companies?

The City of London Freeman's Guide is the definitive concise guide to the City of London and its ancient and modern Livery Companies. Available in full colour hardback and eBook formats and now in its third or Lord Mayor's edition featuring a Foreword from the Rt Hon The Lord Mayor of London.

Available online from Apple (as an eBook), Amazon (in hardback or eBook) or Etsy (in hardback or hardback with the author's seal attached)


No comments:

Post a Comment