Our ownership structure is changing

When Good Law Project was set up in 2017 by Jolyon Maugham he wanted the public interest features of a charity but outside of the moving political guardrails policed by the Charity Commission. So he adopted a structure which mirrored many of the features of charities.

Charities don’t exist to make a profit and can’t declare dividends so Good Law Project was set up as a not for profit company limited by guarantee – such companies can’t declare dividends – and an asset ‘lock’ was added to prevent its assets from being gifted or sold at an undervalue.

Another feature of charities is that they are not owned by any individual or individuals. Instead they exist for a purpose. As Good Law Project approaches its tenth anniversary, the time has come to replicate this feature too.

Jolyon has been replaced as owner of Good Law Project by a Jersey ‘purpose’ trust. The purpose of the trust will be to hold the membership interest in Good Law Project. It has been set up in Jersey because the UK’s legal system has no such thing as ‘purpose’ trusts, except for charities, and Jersey’s legal system does. Good Law Project will remain UK resident for tax purposes and there will be no change to how its income is taxed. There will be no change to its articles, the asset lock will obviously remain in place, and it will continue to be unable to declare dividends.

In the short term the only trustee will be a company owned by Jolyon and he will be the “person with significant control”. However, the changes mean it is now possible for other people to join as trustees, so that the trust operates a bit more like a charity board, and discussions are underway with several individuals.