OPERATIONAL GUIDANCE
REGISTER OF CHARITY MERGERS: SECTIONS 75C, D, E AND F OF THE CHARITIES ACT 1993 (AS ADDED BY THE CHARITIES ACT 2006)
HOW THE REGISTER IS MAINTAINED AND UPDATED
OG 60 B1 – 21 April 2008
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This guidance sets out how the Register of Mergers should be maintained and updated. This will usually be carried out by designated staff in CCD or QRU although there may be designated staff in other divisions that need to do this from time to time. The guidance sets out what information is required by law and what else we have decided we wish to display on the Register, and how trustees can notify us of this information. |
Contents
1. How do charities inform us of a relevant charity merger and what information do they need to provide?
2. Conditional notifications
3. Where can the form of notification be found?
4. Processing the notifications
5. What information will appear on the Register?
6. How is the Register updated where a vesting declaration has been made?
7. Where should the notification be kept?
8. General information about the Register
Glossary of Terms used in this Guidance
Index to further related information
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| The Law |
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1. How do charities inform us of a relevant charity merger and what information do they need to provide? |
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The charity trustees of the transferee charity (the recipient) may wish to inform us of a merger voluntarily or may be required to do so by law (because a vesting declaration has been made in connection with the merger). In either case, section 75C(3) requires that the trustees notify us and section 75C(8) sets out what information should be given in the notification. |
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The notification must: |
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specify the transfer or transfers of property involved in the merger and the date on which it or they took place. This means that a description of the property transferred should be given with the date that the transfer of all the property (except for any permanent endowment) to the recipient charity was completed; |
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include a statement that appropriate arrangements have been made with respect to the discharge of any liabilities of the transferor charity/charities; and |
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in the case of a notification required because a pre-merger vesting declaration has been made in connection with a merger (section 75C(7)), set out: |
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the fact that the vesting declaration in question has been made; |
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the date when it was made; and |
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the date on which the vesting of title under the declaration took place by virtue of section 75E(2). |
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The Commission has the power to keep the Register in such manner as it thinks fit and has decided that the Register will contain further additional information in order to provide the public with a useful and searchable register. This means that the notification should also contain the names and registered numbers (if any) of the transferor and transferee charities. |
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2. Conditional notifications |
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If a transferee charity wishes to ensure that there is no gap between a charity ceasing to exist and the date of registration of the merger (see section 10 A1), the date of the transfer of property to the transferee and the date the merger is to be registered will need to be the same. There is a box on the form of notification where this date is to be entered. The conditional notification will become an effective notification on the date the property is transferred and will then be registered. If the property is not transferred on that date, the trustees of the transferee charity must notify us immediately. |
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It is for the transferor and transferee charities to arrange what the conditional date will be between them. The date specified must allow the Commission sufficient time to register the merger otherwise we will not be able to guarantee registration to coincide with the transferor charity ceasing to exist. The date set should be not less than two weeks from the date the conditional notification is sent. |
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3. Where can the form of notification be found? |
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The form can be found on the 'Apply for it' page on the Commission’s website. Charity trustees should print off the form, complete it and send it to us either by post or e-mail. If a trustee has not got access to the internet, we can send out a hard copy by post. |
4. Processing the notifications |
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Once the forms of notification have been received in CCD, they will be passed to the designated members of staff responsible for the updating and maintenance of the Register. These members of staff will be responsible for checking that all the information required has been provided. |
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The assumption should be that the information provided is correct, but the designated officers will need to ensure that all the information necessary to create an entry on the Register has been provided. If the information provided is incomplete, the charity should be informed, the case log updated accordingly, and the form of notification provided. |
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5. What information will appear on the Register? |
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The entry on the Register must: |
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specify the date when the transfer or transfers of property involved in the merger took place; |
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if a vesting declaration was made in connection with the merger, set out the information described in the third bullet point in section 1 above; and |
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contain such other particulars of the merger as the Commission thinks fit. |
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With regard to this last point, the Commission has decided that the Register will also contain: |
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the date the merger was registered, as any gift to the transferor which takes effect on or after the date of registration with us, will take effect as a gift to the transferee; and |
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the names and registered numbers (if any) of the transferor and transferee charities. |
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6. How is the Register updated where a vesting declaration has been made? |
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As stated above, the charity trustees of the transferee charity must let us know in the notification: |
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the fact that the vesting declaration has been made; |
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the date when the declaration was made; and |
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the date on which the vesting of the title under the declaration took place (the specified date). |
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The register of mergers must show these three pieces of information. However, there will only be one additional field on the register –for the date when the declaration was made. Filling in this date in will show that a vesting declaration has been made. If no vesting declaration has been made, there will be no entry in this field. Where a vesting declaration is made, it is considered the specified date will be the date the property is transferred. This is already a field for all mergers, whether or not they involve a vesting declaration. |
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7. Where should the notification be kept? |
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After the entry on the Register has been made, the notification form should be placed on the transferee charity’s key document file and a copy of the form should be placed on the transferor charity or charities’ file(s). |
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8. General information about the Register |
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The Register can be accessed through the Commission’s web site. There is an introductory page which describes what information is shown on the Register and how it can be searched. |
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As explained above, at present the information shown on the register consists of both what is required by law and what the Commission thinks needs to be shown. What we ask, in addition to what is required by law, is governed by the principles set out in the Commission’s Simplification Plan. In paragraph 4.2 of that document, we state that our aim is that: |
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"…Any actions we take will be proportionate, fair and reasonable, taking account of the issue, the risk involved to the charity and its beneficiaries and the capacity of the charity to comply. A further principle that we will follow is only to ask for information that we need." |
Index to further related information