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.
What does the process involve?
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.
What we need from you
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:
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:
* PLEASE READ - Before inputting any information into an interactive form, please 'Save As ...' the pdf to your hard drive first. We then recommend you open the file from your hard drive using Adobe Reader, which is free to download. If you do not do this and open the pdf using your web browser you may lose all of your inputted information when you try to save the form. If you are having problems with the pdf, please see the Adobe support website before contacting us.