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Reorganisation

Charity reorganisation is a valuable tool for charities in Scotland to release unused funds back into the charity sector. It also allows charities that do not have the power to make changes to apply to us for the authority to do so.

A proposed reorganisation of a charity is called a reorganisation scheme.

Reorganise your charity
Reorganise restricted funds
Make a representation

Reorganise your charity

There are three types of charity reorganisation scheme.

  1. A variation of the terms of your charity's constitution (whether or not in relation to its purposes).
  2. A transfer of your charity's property (after satisfaction of liabilities) to another charity (whether or not involving a change to the purposes of the other charity).
  3. An amalgamation of your charity with another charity.  You can find more information about this on our Amalgamating Your Charity page.

The timescale for reorganisation applications depends on the size of the charity, as charity law gives us the discretion to treat smaller charities in a simpler way according to the following thresholds:

  • 'large charity' means a charity with a gross annual income of £250,000 or more
  • 'small charity' means a charity with a gross annual income of less than £250,000: and
  • 'very small charity' means a small charity whose assets do not include any heritable property or shares in a private limited company, and with a gross annual income of less than £1,000.

Applications to reorganise 'large' and 'small' charities take an average of 6 months to complete. You should allow for this when preparing your application.

For applications to reorganise 'very small' charities, OSCR must make a decision within 13 weeks of receiving the application.

Charities currently reorganising

 

There are currently no charities reorganising.

 

Who can apply?

Charity trustees of charities registered in Scotland can apply to OSCR to have a charity reorganisation scheme approved.

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Please return the completed form and any documentation to info@oscr.org.uk.

Which charities can't reorganise?

Some categories of charities cannot use the reorganisation process. This includes some (but not all) charities whose constitution is an Act of Parliament, a Royal Warrant or an Order of the Privy Council (a 'statutory enactment'). 

Where the trustees of a charity constituted by a statutory enactment are unclear whether they can do so, we would recommend that they seek appropriate professional advice.

Publicising the reorganisation

To inform the public of what is proposed, an application summary will generally be published on the OSCR website. This summary of the application will be published on our website for between 28 and 42 days, depending on the nature of the proposed reorganisation scheme. The majority of summaries are published for 28 days only. However, OSCR has the discretion to apply a simplified procedure to applications from very small charities, in which case the proposed scheme will not be published.

Charities with an income of £250,000 (or more) must advertise in a newspaper or periodical as well as OSCR publishing a summary of their proposal.

Making representations

A representation is a comment about a proposed reorganisation that can either support or oppose the proposal. Read our make a representation section below to find out how you can make a representation in relation to a proposed charity reorganisation.

Our decision and next steps

OSCR can either approve or refuse a charity reorganisation scheme. If OSCR approves a scheme, the charity's trustees are responsible for the reorganisation of the charity and must notify OSCR when the charity's reorganisation is complete.

If OSCR refuses a scheme, the charity's trustees can ask for this decision to be reviewed by someone not involved in the original decision.

If the charity is dissatisfied with the review decision, the charity can appeal to the General Regulatory Chamber of the First-tier Tribunal for Scotland, then to the Upper Tribunal for Scotland and ultimately to the Court of Session.

Reorganise restricted funds

Restricted funds reorganisation is a valuable tool available to charities established in Scotland which can allow charities to:

  • Change the purpose for which the fund(s) may be used and/or
  • Change or remove the conditions imposed on the charity on how it can use the fund(s)

A restricted fund is 'property (including money) given to a charity for a specific purpose and in respect of which conditions have been imposed as to its use'.

For more information, see our reorganisation of restricted funds guidance.

Timescale and size of funds

The timescale for restricted fund reorganisation applications depends on the 'size' of the funds, as OSCR has discretion to treat smaller funds in a simplified manner, according to the following thresholds:

  • a large restricted fund contains property of more than £1 million or has a gross annual income of more than £100,000
  • a small restricted fund compromises property of £1 million or less and has a gross annual income of £100,000 or less
  • a very small restricted fund does not have any heritable property or shares in a private limited company, and has a gross annual income of less than £1,000.

Applications to reorganise 'large' and 'small' restricted funds take an average of 6 months to complete. You should allow for this when preparing your application.

For applications to reorganise 'very small' funds' OSCR is required to make a decision within 13 weeks of receipt of an application.

Before applying to OSCR however, charities should first consider whether they are able to determine the wishes of the donor i.e. 'the person or body who gave the restricted funds to the charity'. If you are able to obtain the donor's permission to amend, vary or remove the restriction(s), OSCR's consent is not required.

OSCR can only approve an application to reorganise a restricted fund if the charity has been unable to ascertain the wishes of the donor.

A restricted funds reorganisation cannot result in the creation or amalgamation of another restricted fund. Charities seeking to bring together restricted funds with similar purposes would have to apply for a scheme to remove all the restrictions on the funds concerned and the funds could then be amalgamated and designed by the charity trustees for a particular purpose.

Charities currently reorganising

You can search the Scottish Charity register for current applications to reorganise, including restricted funds reorganisations. To view the list of charities please select the 'Reorganising Charities Only' tick box (from the Scottish Charity register search) and then Search.

Who can apply?

Charity trustees of charities registered in Scotland can apply to OSCR to have a charity reorganisation scheme approved.

Publicising the reorganisation

To inform the public of what is proposed, an application summary will generally be published on the OSCR website. This summary of the application will be published on our website for between 28 and 42 days, depending on the nature of the proposed reorganisation scheme. The majority of summaries are published for 28 days only. However, OSCR has the discretion to apply a simplified procedure to applications from very small charities, in which case the proposed scheme will not be published.

Funds which contain property of more than £1 million or have a gross annual income of more than £100,000 (large restricted funds) must advertise in a newspaper or periodical in addition to OSCR publishing a summary of their proposal.

Making Representations

A representation is a comment about a proposed reorganisation that can either support or oppose the proposal. Read our make a representation section below to find out how you can make a representation in relation to a proposed restricted funds reorganisation.

Our decision and next steps

OSCR can either approve or refuse a restricted funds reorganisation scheme. If OSCR approves a scheme, the charity's trustees are responsible for the reorganisation of the restricted funds and must notify OSCR when it is complete.

If OSCR refuses a scheme, the charity's trustees can ask for this decision to be reviewed by someone not involved in the original decision.

If the charity is dissatisfied with the review decision, the charity can appeal to the General Regulatory Chamber of the First-tier Tribunal for Scotland, then to the Upper Tribunal for Scotland and ultimately to the Court of Session.

Make a representation

Find out how you can express your views about either a charity reorganisation or the reorganisation of a restricted fund.

A key part of the reorganisation process is giving the people who may be affected by a reorganisation or have an interest in it the chance to give us their views. To allow you to comment we will publish all reorganisation applications on OSCR's website, unless the application is from either:

i. a very small charity - that is a charity whose assets do not include any heritable property (land or buildings) or shares in a private limited company, and which has a gross annual income of less than £1,000, or

ii. a small restricted fund - whose property comprises of £1 million or less and has a gross annual income of £100,000 or less

In these small cases we may publish the reorganisations if we feel this would be in the public interest, but are under no obligation to do so.

Anyone may make a representation in relation to a proposed charity reorganisation scheme. A representation may be either in support of, or opposed to a proposed reorganisation.

We must consider the content of any representations received. We will not automatically refuse a scheme if we receive a representation opposing a proposed reorganisation. Representations inform the process, but they do not determine the outcome.

If you want to make a representation you must do so in writing and include:

  • your name and address (which may be an e-mail address)
  • the name of the charity involved
  • the nature of the representation and the reasons why you are making it

You can send your representation to us by email or letter.

Content of a representation

Please refer to the reorganisation summary on the OSCR website and comment on whether you consider the matters described there to be accurate or whether you wish to comment on the proposed change. The summary will appear in the charity's entry in the Scottish Charity Register, under the heading 'Section 39 Reorganisation Reports'. Give examples to support your view, where these are available.

What's the timescale for making a representation?

To inform the public of what is proposed, an application summary will generally be published on the OSCR website. This summary of the application will be published on our website for between 28 and 42 days, depending on the nature of the proposed reorganisation scheme. The majority of summaries are published for 28 days only.

The latest date for receipt of a representation by OSCR always appears on the reorganisation summary. In all cases, this is 14 days after the summary is removed from the OSCR website.

What happens with your representation?

Copies of any representations received will usually be forwarded to the applicant charity. The personal details (names and addresses) of those making representations will normally be given to the applicant charity. If you are making a representation but wish to have your personal details withheld, you must tell us why. We will then decide whether or not we consider this appropriate.

Representations should be sent to:

OSCR - Charity Reorganisation
2nd Floor
Quadrant House
Riverside Drive
Dundee
DD1 4NY

Email: info@oscr.org.uk

We will not consider representations received after the latest stated date.

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