Pluggin Ecosystem Limited is a profit-for-impact commercially self-sufficient social enteprise. 

The entity is not incorporated as a Community Interest Company (CIC) or Limited By Guarantee, instead our Articles of Association clearly set-out how we manage our activities and invest 100% of our revenue into running, developing and scaling our ecosystem.

Publishing these Articles is a hallmark of our strong corporate and social transparency, and is not a universal legal requirement for UK companies.

ARTICLES OF ASSOCIATION OF PLUGGIN ECOSYSTEM LIMITED

(Company Number: 11392570)

  1. INTERPRETATION

1.1. In these Articles, unless the context otherwise requires:

      • "The Company" means Pluggin Ecosystem Limited.
      • "DICM" means the proprietary Dual Impact Collaboration Model mechanism, recognized as the core Intellectual Property (IP) of the Company.
      • "The Ecosystem" means the digital social impact enabling environment operated by the Company.
      • "The Facets" refers to the three interconnected components of the Ecosystem: the Pluggin Marketplace, Pluggin Studios, and the Pluggin Research Hub.
      • "Taxpayer ROI" means the calculated reduction in public service demand and cost achieved through verified social impact.
      • "Sale of the Company" means the sale of the entire issued share capital of the Company to a third party or the sale of the Company's undertaking, business, and assets as a going concern.

  1. OBJECTS AND SOCIAL MISSION

2.1. The Company is established to operate as a not-for-profit social impact enabling environment, built digitally to facilitate and prove the value of social collaboration through a "Single Source of Truth" framework for UK Communities.

2.2. The primary objects of the Company are to maintain and develop the Ecosystem, which consists of three interconnected digital facets:

      • Pluggin Marketplace: A social value marketplace utilizing the Company's proprietary Dual Impact Collaboration Model (DICM). The DICM is the protected Intellectual Property of the Company, designed to convert social value within public procurement into a measurable Taxpayer Return on Investment (ROI). This mechanism is intended to create a sustainable funding stream for community projects, thereby removing reliance on traditional local government grants to tackle socioeconomic needs and issues.
      • Pluggin Studios: An environment created to support how charity and social enterprise members of the ecosystem capture and produce digital insights and storytelling about their social impact activities, ensuring qualitative data matches quantitative evidence.
      • Pluggin Research Hub: A facility created to capture impact outputs from charities and social enterprises and match this data against local public authority, NHS, and criminal justice statistics. This hub serves as the "Single Source of Truth" to provide independent evidence that social impact is successfully reducing the demand for and cost of public services.

  1. INTELLECTUAL PROPERTY (IP) PROTECTION

3.1. The Dual Impact Collaboration Model (DICM) and all associated methodologies, digital architectures, and branding elements are the exclusive Intellectual Property of Pluggin Ecosystem Limited.

3.2. The Company shall take all necessary steps to protect, maintain, and defend its IP rights in the DICM to ensure the integrity of the Ecosystem and the "Single Source of Truth" impact framework.

3.3. Any use of the DICM or the Company’s proprietary methodologies by third parties must be under a specific license or agreement that aligns with the Social Mission defined in Article 2.

  1. NOT-FOR-PROFIT STATUS AND APPLICATION OF INCOME

4.1. The Company shall be conducted as a not-for-profit entity in its ongoing operations.

4.2. No Dividends: While the Company is a going concern under its current ownership, it is prohibited from paying dividends or returning capital to its shareholders. All profits and surpluses generated must be retained and applied solely towards the objects of the Company.

4.3. 100% Reinvestment: 100% of the generated revenue income shall be invested back into the operation, maintenance, and ongoing development of the Ecosystem to maintain it as a free community provision for its members.

  1. SALE OF THE ENTITY AND SHAREHOLDER VALUATION

5.1. Permissibility of Sale: The Company may be sold as a going concern or its entire issued share capital may be transferred to a third-party purchaser, provided such a sale is approved in accordance with the Companies Act 2006.

5.2. Shareholder Exit and Valuation: In the event of a Sale of the Company, the prohibition on dividends and the reinvestment rules set out in Article 4 shall not prevent shareholders from extracting the full market valuation of their Ordinary shares.

5.3. Distribution of Sales Proceeds: Upon a Sale of the Company, the net proceeds of the sale (after satisfaction of all Company liabilities) shall be distributed to the shareholders in proportion to their holdings of Ordinary shares, allowing them to realize the full capital value of their ownership.

  1. ASSET DISPOSITION AND LOCK

6.1. No Statutory Asset Lock: It is noted that as of the date of these Articles, no formal statutory Asset Lock exists.

6.2. Fiduciary Duty: Notwithstanding the rights of shareholders in a sale scenario (Article 5), the Directors are bound by a fiduciary duty to ensure that any purchaser of the Company or its assets is made aware of the Social Mission and the digital infrastructure's role as a community provision.

  1. DIRECTORS' POWERS AND RESPONSIBILITIES

7.1. The Directors are responsible for the management of the Company’s business and the protection of its IP.

7.2. The Directors have the power to negotiate and recommend a Sale of the Company if they believe it is in the best interests of the shareholders and the long-term sustainability of the Ecosystem.

  1. MEMBERSHIP AND SHARES

8.1. The Company is a private company limited by shares.

8.2. Every shareholder, by accepting shares in the Company, acknowledges the operational "No Dividends" policy while retaining the right to capital appreciation and valuation extraction upon a formal sale or exit event as defined in Article 5.

  1. DISSOLUTION

9.1. If the Company is wound up or dissolved (other than in the context of a Sale of the Company as a going concern), any assets remaining after the satisfaction of all its debts and liabilities shall not be paid to or distributed among the shareholders.

9.2. In a standard dissolution, remaining assets shall be transferred to another not-for-profit organization or social enterprise with similar objects.