Dissolution and removal from the register of charities
Tell us your charity has closed Use this form to let us know a charity has closed and should be removed from our register.
1.1 The trustees of any registered charity whose income is less than £5 million in its last full accounting period (‘annual income’) or whose assets are worth less than £100 million, who are planning to dissolve their charity and have it removed from the register of charities (‘the register’).
1.2 The conditions below should help you identify the action you must take to enable us to remove your charity from the Register.
- The charity is also a company - see Part 5 and follow the procedure in the governing document and complete the dissolution form.
- The charity is unincorporated and there is a procedure for dissolving it in the charity’s governing document - see Part 5.2 and follow the procedure in the governing document and complete the dissolution form.
- The charity is unincorporated, there is no permanent endowment and no procedure for dissolving the charity in its governing document - see Part 5.3, in most cases simply use all of the property in furtherance of the objects of the charity and complete the dissolution form.
- The charity owns property that is permanent endowment - see Part 5.4, the charity cannot be dissolved and cannot be removed from the register without further action on the part of the trustees.
1.3 Do not use this form if your charity has annual income of more than £5 million or assets worth more than £100 million, and/or is a NHS charity. Instead, contact us.
Beneficiaries means the people who the charity is set up to help
Charitable company means a body that has been formed and registered under the Companies Act 2006; this will also include a company already registered under the Companies Act 1985, or one which was already in existence at that time; and which is established for exclusively charitable purposes. Commission or we or us refers to the Charity Commission for England and Wales.
Dissolution means bringing your charity to an end.
A dissolution clause is the part of a governing document that sets out how the charity should be brought to an end. It may be referred to as ‘winding up’. On occasion this clause requires us to give written consent before you can use the remaining property of the charity. We can provide this consent when you contact us.
Governing document means the document which sets out the charity’s purposes and how it is run.
Must refers to actions that the law says charity trustees, their agents or employees, have to take.
Permanent endowment means property (land, buildings, investments or cash) which the trustees may not spend as if it were income.
Registered charity means a charity which is active and whose details appear on the register.
Should refers to good practice that charity trustees, their agents or employees, could take but which are not legal requirements.
Trustees means charity trustees. You are a charity trustee if you are responsible, either alone or with other people, for the general control or management of the administration of a charity. Examples of charity trustees include:
- the members of the committee that is responsible for running a charitable group such as a community association or a parent teacher association
- the trustees of a charitable trust (charitable trusts are usually created by a declaration of trust or will)
- the director of a charitable company
If you are unsure about whether you are a charity trustee, please see our guidance The Essential Trustee: What you need to know (CC3).
Your charity may have ‘holding’ or ‘custodian’ trustees. These trustees hold property for the charity but do not manage the charity and must act on the lawful instructions of the charity trustees.
Unincorporated charity means a charity that is not formed as a company and does not have corporate status.
3.1 Under the Charities Act:
- trustees of registered charities must inform us if their charity ceases to exist
- the Commission must remove from the register any charity that has ceased to exist or does not operate
3.2 Failure to inform us that a charity has dissolved may lead to us making enquiries about what has happened to it and its assets. We may take action against former charity trustees if the assets have been wrongly applied.
3.3 After a charity has been dissolved, the charity trustees must arrange for its accounting books and records (including cash books, invoices and receipts) to be kept for:
- at least three years after the year they were made for a charitable company
- at least six years after the year they were made for an unincorporated charity
3.4 Even after they have dissolved their charity, the former charity trustees remain responsible for decisions taken while they were in office.
4.1 A charitable company has an automatic right to expend all of its assets on its purposes.
4.2 Notify us of the dissolution by completing the dissolution form.
4.3 It is your responsibility to ensure that the charity is removed from the Companies House Register.
5.1 You should check your governing document to see which of the following circumstances apply to you:
- there is a dissolution clause in the charity’s governing document that enables it to be dissolved (Part 5.2)
- there is no specific power to dissolve but all the charity’s assets can be spent (Part 5.3)
- there is no power to dissolve and the charity has permanent endowment that cannot be spent (Part 5.4)
5.2 If there is a dissolution clause in the charity’s governing document simply follow this and complete the dissolution form. If the dissolution clause states that you need the Commission’s consent, please request this by contacting us prior to completing the form.
5.3 If there is no specific power to dissolve but all of the charity’s property can be expended, you can use all the remaining assets on your purposes or you may be able to give the remaining assets to another charity with similar purposes. Once all your assets have been expended complete the dissolution form.
5.4 If there is no power to dissolve and the charity has permanent endowment there are three options available to the charity trustees.
5.4.1 If you want to dissolve because you cannot achieve the purposes of the charity you can consider changing the charity’s objects. In this case the guidance you need is contained in our guidance Changing your charity’s governing document (CC36).
5.4.2 You can consider seeking approval to spend the permanent endowment. Once the permanent endowment and other property are applied you can complete the dissolution form. Further information on spending or transferring permanent endowment can be found in our guide:
5.4.3 If you want to transfer the permanent endowment to another charity then there may be an option for the charity trustees to transfer all of the charity’s assets to another charity. The charity trustees can consider action as described in our guidance Transfer of property for unincorporated charities. In suitable circumstances this action may need to be authorised by the Commission. Further details can be found in our publication CC36 under the title Orders and Schemes.
6.1 The Commission recommend that charity trustees make use of our dissolution form. If the charity trustees cannot certify as required in section 3 of that form then they should contact us with details of their circumstances.
7.1 The form is self-explanatory however you may need some help with the reasons in section 2.
Reason for closure meaning
- Fulfilled purpose. The reason the charity was created has now been met.
- Loss/reduction of grant(s). The charity can no longer continue because of reduced funding.
- Lack of trustees. The charity cannot find sufficient trustees to continue operating.
- Transfer under section 74. This refers to a transfer of property from your charity to another charity under section 74 of the Charities Act 1993 (see paragraph 5.4.3 above).
- All charity property has been applied following action under section 75. This refers to the spending of permanent endowment under section 75 of the Charities Act 1993 (see paragraph 5.4.2 above).
- Merged with another charity. This refers to the transfer of all property into another charity.
- Other funding problems. Not covered under loss/reduction of grant(s).
- Lack of members/supporters. Most probable in a charity that relies on volunteers and active members.
- Charity has become a company. This refers to the creation of a new charitable company and the transfer of all the property from the existing charity into the new company.
- Other. For use if the reason is not covered above.
8.1 You should ensure that all the charity’s debts and liabilities have been cleared before you spend its remaining assets and dissolve.
8.2 If you want to make payments to any employees of the charity (on top of those you must make under their employment contract or by employment law) you should contact us for advice. Unless they are also beneficiaries no additional payments can be made to trustees or members.
8.3 You must ensure that any grants or donations the charity has received for a specific purpose are:
- used for the intended purpose
- used for a different purpose of the charity with the agreement of the donor
- returned to the donor
8.4 Consider carefully the statements you are agreeing to in section 3 of the dissolution form.
8.5 If your charity is being replaced by another charity for example a new charitable company that you are forming then consider our guidance on our ‘Start up a charity’ pages.