Charities Act 2011

Registration E+W

305 Register of charity mergers E+W

(1) There continues to be a register of charity mergers, to be kept by the Commission in such manner as it thinks fit and maintained by it.

(2) The register must contain an entry in respect of every relevant charity merger which is notified to the Commission in accordance with section 307 and such procedures as it may determine.

306 Meaning of “relevant charity merger” etc. E+W

(1) In this Part “relevant charity merger” means—

(a) a merger of two or more charities in connection with which one of them (“the transferee”) has transferred to it all the property of the other or others, each of which (a “transferor”) ceases to exist, or is to cease to exist, on or after the transfer of its property to the transferee, or

(b) a merger of two or more charities (“transferors”) in connection with which both or all of them cease to exist, or are to cease to exist, on or after the transfer of all of their property to a new charity (“the transferee”).

(2) In the case of a merger involving the transfer of property of any charity—

(a) which has both F1 ... permanent endowment and other property (“unrestricted property”), F2 ...

F2 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

subsection (1)(a) or (b) applies subject to the modifications in subsection (3).

(3) The modifications in relation to any such charity are—

(a) the reference to all of its property is to be treated as a reference to all of its unrestricted property, and

(b) any reference to its ceasing to exist is to be treated as omitted.

(4) In this section and sections 307 and 308—

(a) any reference to a transfer of property includes a transfer effected by a vesting declaration, and

(b) “vesting declaration” means a declaration to which section 310(2) applies.

Textual Amendments

F1 Word in s. 306(2)(a) omitted (14.6.2023) by virtue of Charities Act 2022 (c. 6), ss. 35(a), 41(4); S.I. 2023/643, Sch. para. 16

F2 S. 306(2)(b) and word omitted (7.3.2024) by virtue of Charities Act 2022 (c. 6), ss. 35(b), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 10

307 Notification of charity mergers E+W

(1) A notification under section 305(2) may be given in respect of a relevant charity merger at any time after—

(a) the transfer of property involved in the merger has taken place, or

(b) (if more than one transfer of property is so involved) the last of those transfers has taken place.

(2) If a vesting declaration is made in connection with a relevant charity merger, a notification under section 305(2) must be given in respect of the merger once the transfer, or the last of the transfers, mentioned in subsection (1) has taken place.

(3) A notification under section 305(2) is to be given by the charity trustees of the transferee and must—

(a) specify the transfer or transfers of property involved in the merger and the date or dates on which it or they took place,

(b) include a statement that appropriate arrangements have been made with respect to the discharge of any liabilities of the transferor charity or charities, and

(c) in the case of a notification required by subsection (2), set out the matters mentioned in subsection (4).

(4) The matters are—

(a) the fact that the vesting declaration in question has been made,

(b) the date when the declaration was made, and

(c) the date on which the vesting of title under the declaration took place by virtue of section 310(2).

308 Details to be entered in register of charity mergers E+W

(1) Subsection (2) applies to the entry to be made in the register of charity mergers in respect of a relevant charity merger, as required by section 305(2).

(2) The entry must—

(a) specify the date when the transfer or transfers of property involved in the merger took place,

(b) if a vesting declaration was made in connection with the merger, set out the matters mentioned in section 307(4), and

(c) contain such other particulars of the merger as the Commission thinks fit.

309 Right to inspect register of charity mergers E+W

(1) The register of charity mergers must be open to public inspection at all reasonable times.

(2) Where any information contained in the register is not in documentary form, subsection (1) is to be read as requiring the information to be available for public inspection in legible form at all reasonable times.