10. Appendices

The following procedure may only be used where the unincorporated association or trust has the power to wind up and transfer its assets to the new SCIO. If this is not the case, the unincorporated association or trust may instead have to apply to OSCR for a Charity Reorganisation Scheme; please contact OSCR to discuss this process in more detail or read our Charity Reorganisation guidance. 

See our Guide to Incorporation for further information.

As the conversion of the company or IPS into a SCIO involves the cessation of one corporate body and the creation of another, there are a number of steps to be taken before the conversion can fully take effect:

1. The company or IPS will submit to OSCR an Application for Conversion form, together with:
   • the documents set out at section 3.1 of this guidance, and
   • a copy of both of the resolutions of the company or IPS agreeing to the conversion and adopting the proposed SCIO constitution (as outlined at section 4.2).
     
     
2. OSCR will check to ensure that the application is complete, that all required documents have been submitted, and that the correct procedures have been followed by the company or IPS in making the resolutions (as outlined at section 4.2).
   
   
3. In assessing the Application for Conversion, OSCR must consider:
   • whether the proposed new SCIO will pass the charity test (see section 3)
   • whether the proposed constitution contains the required elements (see section 3.1)
   • whether the proposed name is objectionable (see section 3), and
   • whether there are any grounds to refuse the application following consultation with Companies House, FSA or any other appropriate person (see section 4.2).
     
     
4. If OSCR grants the Application for Conversion, it will add a note to the entry on the Scottish Charity Register for the existing company or IPS stating that it is to be converted into a SCIO (see section 4.2 for details of the applicant’s rights if an application is refused).
   
   
5. OSCR will then send the following documents to Companies House or the FSA (as appropriate):
   • a copy of the Register entry of the company or IPS showing that it is to be converted into a SCIO, and
   • a copy of both of the resolutions of the company or IPS agreeing to the conversion and adopting the proposed SCIO constitution (as outlined at section 4.2).
     
     
6. Companies House or the FSA (as appropriate) will register the resolutions and cancel the registration of the company or IPS which wishes to convert. Once this has been done, the company or IPS is automatically converted into a SCIO. Its name and constitution will be those which were specified during the application process and its first members will be the members of the company or IPS immediately before the conversion took place. At this point, all property, rights and liabilities of the converting company or IPS become the property, rights and liabilities of the new SCIO.
   
   
7. Companies House or the FSA (as appropriate) will then notify OSCR that the conversion has taken effect. OSCR will in turn update the entry on the Register of the company or IPS to show that it has been converted into a SCIO. The new SCIO’s entry in the Register will state that its legal form is a SCIO, note the date on which it was entered in the Register and include the name of the company or IPS which was converted into the SCIO. The new SCIO will retain the Scottish Charity Number of the company or IPS which converted into the SCIO.

When applying to dissolve a solvent SCIO, the following documents must be submitted to OSCR:

1. An Application for Consent to Dissolve a Solvent SCIO. This application will include the following details of the proposed dissolution of the SCIO:
   • The SCIO’s assets and liabilities at the time of the application
   • Details of any funds to be returned to a funding body or any other body under a contract or other terms
   • Proposals for how the outstanding liabilities will be met
   • The name of the body or bodies which will receive any surplus assets of the SCIO.
     
     
2. A signed statement from the SCIO that it will notify all its known creditors to advise them that it has applied to OSCR to be dissolved.
   
   
3. A copy of a resolution of the SCIO’s members that, subject to OSCR’s consent, the SCIO will:
   • wind up its affairs
   • transfer any surplus assets to another named body (or bodies) whose purposes are the same as or resemble closely those set out in the SCIO’s constitution, and
   • be removed from the Register and therefore dissolved.
     
     The resolution must be passed by a two-thirds majority of those members voting at a general meeting, or otherwise than at a general meeting, and certified by either at least two-thirds of the charity trustees, or by one of them on behalf of them all if so authorised. Additionally, it must have been passed no more than 21 days before making the application to OSCR. 
     
     
4. A copy of the SCIO’s constitution, including any amendment.
   
   
5. A copy of the register of the SCIO’s charity trustees.
   
   
6. A Declaration of Solvency of the SCIO signed by at least two-thirds of its charity trustees, or by one charity trustee on behalf of them all if so authorised.
   
   
7. A Notice of Application for Dissolution of the SCIO.

When applying to dissolve an insolvent SCIO, the following
documents must be submitted to OSCR:

1. An Application to Dissolve an Insolvent SCIO. This application
   will include the name of the body (or bodies) which will receive any surplus assets of the SCIO.
   
   
2. A copy of a resolution of the SCIO’s members that, subject to OSCR being satisfied that the application meets the requirements of the Dissolution Regulations:
   • the SCIO’s estate will be sequestrated
   • any surplus assets will be transferred to another named body (or bodies) whose purposes are the same as or closely resemble those set out in the SCIO’s constitution, and
   • the SCIO will be removed from the Register and therefore dissolved.
     
     The resolution must be passed by a two-thirds majority of those members voting at a general meeting, or otherwise than at a general meeting, and certified by either at least two-thirds of the charity trustees, or by one of them on behalf of them all if so authorised. Additionally, it must have been passed no more than 21 days before making the application to OSCR. 
     
     
3. A copy of the SCIO’s constitution, including any amendment.
   
   
4. A copy of the register of the SCIO’s charity trustees.
   
   
5. A Declaration of Insolvency of the SCIO signed by at least two-thirds of its charity trustees, or by one charity trustee on behalf of them all if so authorised.
   
   
6. An application by the SCIO to AiB for the sequestration of the SCIO’s estate signed by at least two-thirds of the charity trustees of the SCIO or by one of them on behalf of them all if so authorised.
   
   The application for the sequestration of the SCIO will be forwarded by OSCR to AiB if OSCR is satisfied that the SCIO has met the requirements of the Dissolution Regulations.
   
   
7. A Notice of Application for Dissolution of the SCIO.

As outlined in section 7.3.2, all applications for sequestration submitted to AiB must be accompanied by a debtor application fee, which is currently set at £150.

This fee must be paid by the SCIO (or by someone else on its behalf) to AiB within 21 days of AiB receiving the application from OSCR; if the fee has not been paid within this timescale, AiB must refuse the application to award sequestration. The fee cannot be waived and is not refundable.

There are a number of ways to pay this fee to AiB as set out below:

Payment by post:

1. You should enclose postal orders or a cheque payable to the ‘Accountant in Bankruptcy’ for the full amount (currently £150). You must not post-date cheques. Ensure that you write the SCIO’s name and address on the back of the postal orders or cheque.
2. Do not send cash through the post.
3. If someone else is paying for the application fee, AiB will accept a cheque in that person’s name. The SCIO’s name and address must be written on the back of the cheque.

Payment in person or over the phone (0300 200 2600):

1. You can pay by cash, cheque, debit card, or postal order at AiB’s office (1 Pennyburn Road, Kilwinning, KA13 6SA). Cheques must be made payable to ‘Accountant in Bankruptcy’ and you must have a valid cheque guarantee card with you.
2. If someone else is paying for the application fee by cheque, AiB must also see that person’s cheque guarantee card at the time of payment.
3. AiB accepts payment by debit card, either in the office or over the phone by calling 0300 200 2600. AiB cannot accept payment by credit card. Once your payment has been processed, you will be given a receipt number.
4. You must then write to AiB quoting this receipt number and the SCIO’s name and address. This will allow AiB to match your payment with the application form it has already received from OSCR. You should keep a copy of the receipt number for your own records.

Payment at a bank (sort code 830608, account number
11444655):

1. You can pay by cash, postal order, cheque or debit card from your own bank account at your local Royal Bank of Scotland (RBS). Payment must be made into RBS account number: 11444655, sort code: 830608.
2. You cannot pay by credit card.
3. Cheques must be made payable to ‘Accountant in Bankruptcy’ with the SCIO’s name and address on the back.
4. You must get a receipt from the bank which shows that payment has been made. To allow AiB to match your payment with your application, your receipt(s) should show:
   • the date
   • the amount you have paid, and
   • the account number the money was paid into.
5. You must write your name and address on the back of the receipt and send it to AIB as soon as possible. You should keep a copy of the receipt for your own records.

Without a receipt AiB is unable to process your application. Do not use the Quick Deposit envelopes at your bank as you will not have a receipt to send to AiB.