Part 1Charities

Chapter 7Scottish charitable incorporated organisations

Conversion, amalgamation and transfer

56Conversion of charity which is a company or registered friendly society: applications

1

The following may apply to OSCR to be converted into a SCIO, and for the SCIO's entry in the Register—

a

a charity which is a company,

b

a charity which is a registered society within the meaning of the Industrial and Provident Societies Act 1965 (c. 12).

2

But such an application may not be made—

a

by a company or registered society having a share capital if any of the shares are not fully paid up,

b

by a company having only a single member.

3

Such an application is referred to in this section and sections 57 and 58 as an “application for conversion”.

4

Section 54(2) applies in relation to an application for conversion as it applies to an application for a SCIO to be constituted (but sections 4 and 5 do not apply in relation to an application for conversion).

5

In addition to the documents referred to in section 54(2), the application for conversion must be accompanied by—

a

a copy of the resolution of the company or registered society that it be converted into a SCIO, and

b

a copy of the resolution of the company or registered society adopting the proposed constitution of the SCIO.

6

The resolution referred to in subsection (5)(a) must be—

a

a special resolution of the company or registered society, or

b

a unanimous written resolution signed by or on behalf of all the members of the company or registered society who would be entitled to vote on a special resolution.

F16A

In the case of a company which is F2 registered under the Companies Act 2006 in Scotland , Chapter 3 of Part 3 F3 of that Act (resolutions and agreements affecting a company’s constitution) does not apply to the resolutions mentioned in subsection (5)(a) and (b).

7

In the case of a registered society, “special resolution” has the meaning given in section 52(3) of the Industrial and Provident Societies Act 1965 (c. 12).