Record of Mergers
Why register mergers in the Record of Mergers?
In this guidance, the charity that is transferring its assets, rights and liabilities is called the ‘transferring charity’ and the charity receiving the assets, rights and liabilities is called the ‘recipient charity’. It is the responsibility of the recipient charity to register the merger. A merger can’t be registered by the transferring charity.
By registering a charity merger in the Record of Mergers, any legacies left in a Will or Wills to the original transferring charity (that has wound up or dissolved after merging) will pass to the recipient charity. This will happen unless it is clear from the terms of the will that the deceased did not want the legacy to be paid to a recipient charity under a charity merger.
A charity merger can only be registered where:
- All the property, rights and liabilities of the transferring charity have been transferred to the recipient charity, and
- The transferring charity has wound up or dissolved or is to be wound up or dissolved
- The charity merger occurred on or after 30 June 2025.
Different types of merger
There are two different types of merger:
1. All property, rights and liabilities of a transferring charity are transferred to the recipient charity before it winds up or dissolves
Example:
Change of legal form - a trust or unincorporated association wants to change to a SCIO or charitable company. A new SCIO or charitable company obtains charitable status, and the trust or unincorporated association transfers its assets, rights and liabilities to the new charity and winds up or dissolves.
2. Two or more transferring charities are amalgamated and the property, rights and liabilities of both are transferred to a new recipient charity (which has been set up for this purpose) before they wind up or dissolve
Voluntary registration
Registration is voluntary, the recipient charity must decide if it wants to register the charity merger.
How to register mergers
The notification of a merger must be submitted to OSCR by the recipient charity rather than the transferring charity and should be done by completion of the Notification of Merger form. The date of the charity merger is the date notice of the merger is given to us.
The Record of Mergers
The merger will be recorded in the Record of Mergers.
The merger will also be noted on the transferor charity’s entry on the Scottish Charity Register. To find a former charity’s entry on the Register click the ‘Additional Filters’ tab on the Search page and change the ‘Charity Status’ drop down box from ‘Active Only’ to ‘Former Only’.