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.
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).