F4Part 1Charities

Annotations:
Amendments (Textual)
F4

Pt. 1 Ch. 5A inserted (1.10.2010 for specified purposes, 1.11.2012 in so far as not already in force) by Public Services Reform (Scotland) Act 2010 (asp 8), ss. 125(1), 134(7); S.S.I. 2010/321, art. 3, Sch.; S.S.I. 2012/218, art. 2

Chapter 7Scottish charitable incorporated organisations

Conversion, amalgamation and transfer

I156F7Conversion of charity which is a company or registered 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 F5the Co-operative and Community Benefit Societies Act 2014F8....

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 F6 section 113(2) of the Co-operative and Community Benefit Societies Act 2014 .