Section 59 of the 2005 Act makes provision for the amalgamation of a SCIO with one or more SCIOs. Please note that a SCIO may not amalgamate with any other type of body (even though that other body is a charity).
What is an Amalgamation of SCIO’s?
The 2005 Act defines the amalgamation of SCIOs as two or more SCIOs (‘the old SCIOs’) ceasing to exist and a new SCIO being constituted and entered in the Register as their successor.
Process for the Amalgamation of SCIOs
If one SCIO wishes to wind up and transfer its assets to an existing SCIO, this is not an amalgamation. OSCR will process such an application as a dissolution or a transfer of undertaking rather than an amalgamation. This is because the action does not result in a new SCIO being created.
The two (or more) SCIOs wishing to amalgamate must submit to OSCR an Application for Consent to Amalgamate (SCIOs)
. This application form must be accompanied by:
• Copies of the constitutions of each of the old SCIOs
• A copy of the proposed constitution of the new SCIO
• A copy of a resolution from each of the old SCIOs approving the proposed amalgamation
• A copy of a resolution from each of the old SCIOs adopting the proposed constitution of the new SCIO.
The application form contains a template which SCIOs can use for for both of these resolutions.
Both of the resolutions must be passed by a two-thirds majority of those voting at a general meeting of the old SCIOs or unanimously by the old SCIOs' members otherwise than at a general meeting.
If OSCR determines that the proposed new SCIO meets the charity test, that its constitution contains the required elements and its name is not objectionable, OSCR will enter the new SCIO in the Scottish Charity Register. The new SCIO will then become a corporate body with a new charity number. The first members of the new SCIO are the members of the old SCIO, immediately before the new SCIO was entered in the Register. The new SCIO must, at this point, take steps to formally appoint to their positions, three or more person who were named during the application process as the proposed charity trustees. The process for appointing these charity trustees will be set out in the new SCIO's constitution.
The new SCIO's Register entry will state that it was created following the amalgamation of the old SCIOs, which will each be named. The old SCIOs will simultaneously be removed from the Register. At that point, all property, rights and liabilities of the old SCIOs transfer automatically to the new SCIO and the old SCIOs are dissolved.
The new SCIO may wish to take steps to ensure that there are no doubts as to their ownership of heritable property be registering a Notice of Title with the Registers of Scotland. If the application for amalgamation is refused, the applicant SCIOs have the right to seek a review of OSCR's decision.