Celebrating 10 Years of OSCR

Making Changes to Your Charity

When do you need to seek OSCR's prior consent? 

If you are the trustees of a charity you must seek our consent before making certain changes. If you wish to seek our consent you must apply in writing, using the appropriate form below. We need 42 days notice before the date on which the proposed change is to take place. Once we have agreed to the proposed change you must tell us when, if at all, the change is made. See our Making Changes Postcard for full details.

When do you need to tell us about changes? 

If you take the following actions you must tell us about them within three months of having taken place: 

  • any change to your charity's principal office (or the name, or address of the charity trustee specified in the Scottish Charity Register if there is no office)
  • any change in other details set out in your charity's Register entry
  • any change to your charity's constitution (other than those relating to your charity's purposes)
  • any action taken to amalgamate, or wind up, or dissolve your charity, or if there is an application to court to do so.  

In addition, charities must advise us of the following changes within one month of the change taking place: 

  • any administration order or an order for winding up made by the court in respect of a charity
  • the appointment of a receiver.  

Advising OSCR of changes made 

Charities must tell us in writing of changes made and may use our Notifications of changes made form.  

If your charity is a SCIO and has amended its constitution, you should also provide us with a copy of the resolution of the SCIO’s members agreeing to the change. You can use our resolution template for this. 

Failing to tell OSCR 

If as a charity trustee you take action without our consent where it is required or fail to tell us of changes made you will be in breach of Section 66 of the 2005 Act. Any breach will be treated as misconduct, and action may be taken.  

 

If you want to change the name of your charity please read our Changing your charity's name guidance and complete the Application for Consent to Change of Name.

If you want to change your charity's purposes (this means any change or addition to the wording of the purposes or objects in the constitution or governing document) please read our Changing your charity's purposes guidance and complete the Application for Consent to Amend the Constitution (as far as it relates to its purposes) of a Charity.

For all legal forms of charities except Scottish Charitable Incorporated Organisations (SCIO) please read our Dissolving your charity guidance and complete the Application for Consent to Wind-up or Dissolve your Charity.

SCIOs must apply to us if they want to dissolve. Please read our SCIO's: A Guide publication and complete either the dissolving a solvent or insolvent SCIO application form. The application forms contain guidance notes.  

Please find copies of the solvent and insolvent resolutions required as detailed in the checklist at the back of the application form

Under charity law, we are required to publish all such applications. Current applications can be found here

Before applying to change your charity’s legal form you must first consider the consequences of this.

If your charity is currently registered with any other regulator (e.g. the Care Inspectorate), we recommend you contact them to ensure that you comply with any requirements they have in relation to your proposal to change legal form. We also suggest that you contact them before you submit your application to change legal form to OSCR.

OSCR also has agreements with a number of other organisations and these set out how and when we will work together. These may also help in understanding the requirements of different regulators and their relationship with us. Please see this link for further information.

This process applies to any charity which is not a company or an Industrial and Provident Society which wishes to become a SCIO.

This is a three stage process. Please read our SCIO's: A Guide publication. As part of the first stage of the process you should complete the Application for Consent to Change Legal Form to a SCIO (stage 1). Alongside the application form you must also submit signed Trustee Declaration Forms.

Once we have granted consent, and the charity is in a position to formally change to a SCIO you should complete the Change to SCIO - Removal from the Register (stage 2) application.

Once this stage is complete we will advise what documents we require as part of the third stage of the process and to finalise the change in legal form to a SCIO.

Read our Changing legal form to SCIO: Accounts Guide for more information on the accounting requirements when changing legal form to a SCIO.

This process applies to any charitable company or charitable Industrial and Provident Society which wishes to become a SCIO. Please read our SCIO's: A Guide publication and complete the Application for Consent to Convert to a SCIOAlongside the application form you must also submit signed Trustee Declaration Forms.

Read our Changing legal form to SCIO: Accounts Guide for more information on the accounting requirements when changing legal form to a SCIO.

Please find copies of the resolutions required as detailed in the checklist at the back of the application form:

Notices of resolution for charitable companies template

Notices of resolution for industrial and provident societies template

This process applies to any charity which is not changing legal form to a SCIO.

This is a three stage process. As part of the first stage of the process you should complete the Application for Change in Legal Form (stage 1). Please refer to the guidance notes on how to complete the application. Alongside the application form you must also submit signed Trustee Declaration Forms.

Once we have granted consent, and the charity is in a position to formally change legal form you should complete the Change in Legal form (Wind up and Removal) stage 2 application.

Once this stage is complete we will advise what documents we require as part of the third stage of the process and to finalise the change in legal form.

If you want to reorganise your charity, or reorganise a restricted fund, please see the Reorganisation of your charity section of our website where you will find the appropriate guidance and applications. 

A SCIO may decide that all its property, rights and liabilities should be transferred to another SCIO, resulting in the dissolution of the transferor SCIO. If you want to transfer a SCIO's undertaking please read our SCIO's: A Guide publication and complete the Application for Transfer of a SCIO's Undertaking.

If you're planning to merge with another charity you must seek our consent and provide us with the information we require.  We've set out the key points below to help you get it right.

The information applies only to charities that are not SCIOs. If your charity is a SCIO you should read our guidance: 'SCIOs: A Guide' for further information on how to amalgamate.

This section sets out the process for charity amalgamation under section 16(2)(b) of the Charities and Trustee Investment (Scotland) Act 2005.

You must apply to us for prior consent not less than 42 days before you intend to amalgamate, and specify the date on which you intend to do so. This means that you must submit a completed application with all of the the required documentation and information at least 42 days before the meeting at which you intend to formally agree to the amalgamation. We've listed what we need from you in the section below.

We will check whether your constitution gives your charity trustees the power to take the proposed action, and consider whether the new organisation will only be able to apply the charitable assets of your charity for charitable purposes. Our 'Meeting the Charity Test' guidance provides further information.

Within 28 days of us receiving your completed application, we will either:

• notify you that we are giving our consent
• issue you with a direction not to take the action (this will apply for a period of not more than 6 months)
• refuse consent.

If we give you our consent you can take the action after the 42 day period is complete (that is, from the date when we received the application). We may attach conditions to our consent to make sure that the amalgamation takes place in line with your charity's constitution and that you notify us. We may also attach conditions on how the charitable assets may be used.

If we believe that we may not be able to give our consent, we will alert you to this and discuss how the difficulty may be overcome, before we make any the decision. At the same time we will issue you with a direction not to amalgamate for a specified period, to allow time for the difficulty to be overcome.

You must notify us within 3 months of having taken the action for which we gave you our consent.

You will need to apply to us by submitting a completed application form and a copy of your current constitution.  The constitution is to let us see that it gives your charity's trustees the power to amalgamate.

The application form asks for:

  • your charity's current name and the charity number
  • the principal contact's details for your charity
  • the contact details of the person making the application (if these are different from the principal contact)
  • the proposed effective date of the amalgamation (to ensure that you have given us notice at least 42 days before the intended change)
  • the Charity Commission number if your charity is cross-border
  • details of any other regulators whose consent you will need.

 The 28 days within which we need to make a decision on your application starts from the date the charity gives notice of their intention to amalgamate. If the charity does not provide sufficient information for OSCR to make a decision then OSCR may require to issue a direction to prevent the charity from taking their intended action. Charities should provide OSCR with as much information of their intentions to amalgamate on their application form.

Amalgamations can vary considerably from case to case, and the exact documents that will be required will depend on the detail of what you propose to do. We will be happy to help you in deciding what will be needed. However, this means it is important to contact us as early as possible if there is a specific date (for example your charity's AGM) by which our consent will be needed.

Where the amalgamation involves two or more charities, we need to receive the necessary information in respect of all the charities involved. The application form allows for joint notification by charities proposing to amalgamate.  In such cases we will also need:

  • a statement from the receiving body (this is the body that you intend should receive the assets from the amalgamating charities). The statement should say that the body is prepared to accept all assets and liabilities from the amalgamating charities.
  • the constitution of the receiving body.

If you wish to apply to Court to amend your charity's purposes, amalgamate it with another body, or wind up or dissolve it, you will also need our prior consent to do so. Please complete the Application for Consent to Apply to Court in Relation to Particular Actions.