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HMRC internal manual

VAT Registration

Entity to be registered: clubs and associations: incorporated members' clubs

An incorporated members’ club is a members’ club which has been incorporated under the Companies Acts, usually as a private company limited by guarantee or by shares. As a result of its incorporation, the club becomes a legal person separate from the members of which the company is composed.

In an incorporated members’ club, all members of the club should be shareholders (holding of the shares in the company by only selected members transforms the club into a proprietary club: see VATREG11150).

An incorporated members’ club does not fall within the terms of section 46(3) and registration should be in the name of the club under status 1 (incorporated company).

If you wish to confirm that the club is an incorporated members’ club, you should call for copies of the certificate of incorporation the constitution, rules, and articles and memoranda of association and details of the shareholdings in the club. The terms and details of these documents will spell out the way the club is organised and who is entitled to do what and to what property. This should allow you to make an informed decision about what sort of club it is.