Vesting declarations and effect of merger on certain gifts

310 Pre-merger vesting declarations

(1) Subsection (2) applies to a declaration which—

(a) is made by deed for the purposes of this section by the charity trustees
5of the transferor,

(b) is made in connection with a relevant charity merger, and

(c) is to the effect that (subject to subsections (3) and (4)) all of the
transferor’s property is to vest in the transferee on such date as is
specified in the declaration (“the specified date”).

(2) 10The declaration operates on the specified date to vest the legal title to all of the
transferor’s property in the transferee, without the need for any further
document transferring it.

This is subject to subsections (3) and (4).

(3) Subsection (2) does not apply to—

(a) 15any land held by the transferor as security for money subject to the
trusts of the transferor (other than land held on trust for securing
debentures or debenture stock),

(b) any land held by the transferor under a lease or agreement which
contains any covenant (however described) against assignment of the
20transferor’s interest without the consent of some other person, unless
that consent has been obtained before the specified date, or

(c) any shares, stock, annuity or other property which is only transferable
in books kept by a company or other body or in a manner directed by
or under any enactment.

(4) 25In its application to registered land within the meaning of the Land
Registration Act 2002, subsection (2) is subject to section 27 of that Act
(dispositions required to be registered).

311 Effect of registering charity merger on gifts to transferor

(1) This section applies where a relevant charity merger is registered in the register
30of charity mergers.

(2) Any gift which—

(a) is expressed as a gift to the transferor, and

(b) takes effect on or after the date of registration of the merger,

takes effect as a gift to the transferee, unless it is an excluded gift.

(3) 35A gift is an excluded gift if—

(a) the transferor is a charity within section 306(2), and

(b) the gift is intended to be held subject to the trusts on which the whole
or part of the charity’s permanent endowment is held.

312 “Transferor” and “transferee” etc. in s.310 and s.311

(1) 40In sections 310 and 311—

(a) any reference to the transferor, in relation to a relevant charity merger,
is a reference to the transferor (or one of the transferors) within the
meaning of section 306, and

(b) any reference to all of the transferor’s property, where the transferor is
a charity within section 306(2), is a reference to all of the transferor’s
unrestricted property (within the meaning of section 306(2)(a)).

(2) In sections 310 and 311, any reference to the transferee, in relation to a relevant
5charity merger, is a reference to—

(a) the transferee (within the meaning of section 306), if it is a company or
other body corporate, and

(b) otherwise, the charity trustees of the transferee (within the meaning of
section 306).

10Supplementary

313 Effect of provisions relating to vesting or transfer of property

No vesting or transfer of any property in pursuance of any provision of this
Part operates as a breach of a covenant or condition against alienation or gives
rise to a forfeiture.

314 15Exception for CIOs

Nothing in this Part applies in a case where section 235 (amalgamation of CIOs)
or 240 (transfer of CIO’s undertaking to another CIO) applies.

Part 17 The Tribunal

CHAPTER 1 20General

315 The Tribunal

(1) In this Act, “the Tribunal” in relation to any appeal, application or reference,
means—

(a) the Upper Tribunal, in any case where it is determined by or under
25Tribunal Procedure Rules that the Upper Tribunal is to hear the appeal,
application or reference, or

(b) the First-tier Tribunal, in any other case.

(2) The Tribunal has jurisdiction to hear and determine—

(a) such appeals and applications as may be made to the Tribunal in
30accordance with Chapter 2, or any other enactment, in respect of
decisions, orders or directions of the Commission, and

(b) such matters as may be referred to the Tribunal in accordance with
Chapter 3 by the Commission or the Attorney General.

(3) Such appeals, applications and matters are to be heard and determined by the
35Tribunal in accordance with Chapters 2 and 3, or any such enactment, taken
with—

(a) rules made under section 316(2), and

(b) Tribunal Procedure Rules.

316 Rules relating to appeals, applications or references

(1) This section applies in relation to appeals, applications or references to the
Tribunal which are mentioned in section 315(2).

(2) The Lord Chancellor may make rules—

(a) 5specifying steps which must be taken before appeals, applications or
references are made to the Tribunal (and the period within which any
such steps must be taken);

(b) requiring the Commission to inform persons of their right to appeal or
apply to the Tribunal following a final decision, direction or order of
10the Commission.

(3) Tribunal Procedure Rules may make any other provision regulating the
exercise of rights to appeal or to apply to the Tribunal and matters relating to
the making of references to it.

(4) Rules under subsection (2) or (3) may confer a discretion on—

(a) 15the Tribunal, or

(b) any other person.

(5) Rules of the Lord Chancellor under this section—

(a) are to be made by statutory instrument, and

(b) are subject to annulment in pursuance of a resolution of either House
20of Parliament.

(6) Rules of the Lord Chancellor under this section may make—

(a) different provision for different cases, and

(b) such supplemental, incidental, consequential or transitional provision
or savings as the Lord Chancellor considers appropriate.

317 25Appeal from Tribunal

(1) For the purposes of sections 11(2)and 13(2) of the Tribunals, Courts and
Enforcement Act 2007, the Commission and the Attorney General are to be
treated as parties to cases before the Tribunal in respect of any such appeal,
application or reference as is mentioned in section 315(2).

(2) 30In the case of an appeal under section 11 or 13 of the Tribunals, Courts and
Enforcement Act 2007 against a decision of the Tribunal which determines a
question referred to it by the Commission or the Attorney General, the tribunal
or court hearing the appeal—

(a) must consider afresh the question referred to the Tribunal, and

(b) 35may take into account evidence which was not available to the
Tribunal.

318 Intervention by Attorney General

(1) This section applies to any proceedings—

(a) before the Tribunal, or

(b) 40on an appeal from the Tribunal,

to which the Attorney General is not a party.

(2) The appropriate body may at any stage of the proceedings direct that all the
necessary papers in the proceedings be sent to the Attorney General.

(3) A direction under subsection (2) may be made by the appropriate body—

(a) of its own motion, or

(b) on the application of any party to the proceedings.

(4) The Attorney General may—

(a) 5intervene in the proceedings in such manner as the Attorney General
thinks necessary or expedient, and

(b) argue before the appropriate body any question in relation to the
proceedings which the appropriate body considers it necessary to have
fully argued.

(5) 10Subsection (4) applies whether or not a direction is given under subsection (2).

(6) In this section “the appropriate body” means the Tribunal or, in the case of an
appeal from the Tribunal, the tribunal or court hearing the appeal.

CHAPTER 2 Appeals and applications to Tribunal

319 Appeals: general

(1) 15Except in the case of a reviewable matter (see section 322) an appeal may be
brought to the Tribunal against any decision, direction or order mentioned in
column 1 of Schedule 6.

(2) Such an appeal may be brought by—

(a) the Attorney General, or

(b) 20any person specified in the corresponding entry in column 2 of
Schedule 6.

(3) The Commission is to be the respondent to such an appeal.

(4) In determining such an appeal the Tribunal—

(a) must consider afresh the decision, direction or order appealed against,
25and

(b) may take into account evidence which was not available to the
Commission.

(5) The Tribunal may—

(a) dismiss the appeal, or

(b) 30if it allows the appeal, exercise any power specified in the
corresponding entry in column 3 of Schedule 6.

320 Appeals: orders under s.52

(1) Section 319(4)(a) does not apply in relation to an appeal against an order made
under section 52 (power to call for documents).

(2) 35On such an appeal the Tribunal must consider whether the information or
document in question—

(a) relates to a charity;

(b) is relevant to the discharge of the functions of the Commission or the
official custodian.

(3) The Tribunal may allow such an appeal only if it is satisfied that the
information or document in question does not fall within subsection (2)(a) or
(b).

321 Reviews

(1) 5An application may be made to the Tribunal for the review of a reviewable
matter.

(2) Such an application may be made by—

(a) the Attorney General, or

(b) any person mentioned in the entry in column 2 of Schedule 6 which
10corresponds to the entry in column 1 which relates to the reviewable
matter.

(3) The Commission is to be the respondent to such an application.

(4) In determining such an application the Tribunal must apply the principles
which would be applied by the High Court on an application for judicial
15review.

(5) The Tribunal may—

(a) dismiss the application, or

(b) if it allows the application, exercise any power mentioned in the entry
in column 3 of Schedule 6 which corresponds to the entry in column 1
20which relates to the reviewable matter.

322 Reviewable matters

(1) In this Chapter references to reviewable matters are to—

(a) decisions to which subsection (2) applies, and

(b) orders to which subsection (3) applies.

(2) 25This subsection applies to decisions of the Commission—

(a) to institute an inquiry under section 46 with regard to a particular
institution;

(b) to institute an inquiry under section 46 with regard to a class of
institutions;

(c) 30not to make a common investment scheme under section 96;

(d) not to make a common deposit scheme under section 100;

(e) not to make an order under section 105 (power to authorise dealings
with charity property etc.) in relation to a charity;

(f) not to make an order under section 117 (restrictions on dispositions of
35land) in relation to land held by or in trust for a charity;

(g) not to make an order under section 124 (restrictions on mortgages) in
relation to a mortgage of land held by or in trust for a charity.

(3) This subsection applies to an order made by the Commission under section
147(2) (investigation and audit) in relation to a charitable company.

323 40Remission of matters to Commission

References in column 3 of Schedule 6 to the power to remit a matter to the
Commission are to the power to remit the matter—

(a) generally, or

(b) for determination in accordance with a finding made or direction given
by the Tribunal.

324 Power to amend provisions relating to appeals and applications to Tribunal

(1) 5The Minister may by order—

(a) amend or otherwise modify an entry in Schedule 6,

(b) add an entry to Schedule 6, or

(c) remove an entry from Schedule 6.

(2) An order under subsection (1) may make such amendments, repeals or other
10modifications of—

(a) sections 319 to 323, or

(b) an enactment which applies this Chapter and Schedule 6,

as the Minister considers appropriate in consequence of any change in
Schedule 6 made by the order.

(3) 15Subsections (1) and (2) apply (with the necessary modifications) in relation to
section 57 of the Charities Act 2006 as if—

(a) that section were contained in this Chapter, and

(b) the reference in subsection (2) to sections 319 to 323 included a
reference to any other provision relating to appeals to the Tribunal
20which is contained in Chapter 1 of Part 3 of the Charities Act 2006.

CHAPTER 3 References to Tribunal

325 References by Commission

(1) A question which—

(a) has arisen in connection with the exercise by the Commission of any of
25its functions, and

(b) involves either the operation of charity law in any respect or its
application to a particular state of affairs,

may be referred to the Tribunal by the Commission if the Commission
considers it desirable to refer the question to the Tribunal.

(2) 30The Commission may make such a reference only with the consent of the
Attorney General.

(3) The Commission is to be a party to proceedings before the Tribunal on the
reference.

(4) The following are entitled to be parties to proceedings before the Tribunal on
35the reference—

(a) the Attorney General, and

(b) with the Tribunal’s permission—

(i) the charity trustees of any charity which is likely to be affected
by the Tribunal’s decision on the reference,

(ii) 40any such charity which is a body corporate, and

(iii) any other person who is likely to be so affected.

326 References by Attorney General

(1) A question which involves—

(a) the operation of charity law in any respect, or

(b) the application of charity law to a particular state of affairs,

5may be referred to the Tribunal by the Attorney General if the Attorney
General considers it desirable to refer the question to the Tribunal.

(2) The Attorney General is to be a party to proceedings before the Tribunal on the
reference.

(3) The following are entitled to be parties to proceedings before the Tribunal on
10the reference—

(a) the Commission, and

(b) with the Tribunal’s permission—

(i) the charity trustees of any charity which is likely to be affected
by the Tribunal’s decision on the reference,

(ii) 15any such charity which is a body corporate, and

(iii) any other person who is likely to be so affected.

327 Powers of Commission in relation to matters referred to Tribunal

(1) This section applies where a question which involves the application of charity
law to a particular state of affairs has been referred to the Tribunal under
20section 325 or 326.

(2) The Commission must not take any steps in reliance on any view as to the
application of charity law to that state of affairs until—

(a) proceedings on the reference (including any proceedings on appeal)
have been concluded, and

(b) 25any period during which an appeal (or further appeal) may ordinarily
be made has ended.

(3) Where—

(a) paragraphs (a) and (b) of subsection (2) are satisfied, and

(b) the question has been decided in proceedings on the reference,

30the Commission must give effect to that decision when dealing with the
particular state of affairs to which the reference related.

328 Suspension of time limits while reference is in progress

(1) Subsection (2) applies if—

(a) section 327(2) prevents the Commission from taking any steps which it
35would otherwise be permitted or required to take, and

(b) the steps in question may be taken only during a period specified in an
enactment (“the specified period”).

(2) The running of the specified period is suspended for the period which—

(a) begins with the date on which the question is referred to the Tribunal,
40and

(b) ends with the date on which paragraphs (a) and (b) of section 327(2) are
satisfied.

(3) Nothing in—

(a) this section, or

(b) section 271 or 278 (suspension of period during which Commission
may object to resolution of unincorporated charity),

prevents the specified period being suspended concurrently by virtue of
5subsection (2) and any of the provisions of sections 271 and 278.

329 Agreement for Commission to act while reference is in progress

(1) Section 327(2) does not apply in relation to any steps taken by the Commission
with the agreement of—

(a) the persons who are parties to the proceedings on the reference at the
10time when those steps are taken, and

(b) (if not within paragraph (a)) the charity trustees of any charity which—

(i) is likely to be directly affected by the taking of those steps, and

(ii) is not a party to the proceedings at that time.

(2) The Commission may take those steps despite the suspension in accordance
15with section 328(2) of any period during which it would otherwise be
permitted or required to take them.

(3) Section 327(3) does not require the Commission to give effect to a decision as
to the application of charity law to a particular state of affairs to the extent that
the decision is inconsistent with any steps already taken by the Commission in
20relation to that state of affairs in accordance with this section.

330 Appeals and applications in respect of matters determined on references

(1) No appeal or application may be made to the Tribunal by a person to whom
subsection (2) applies in respect of an order or decision made, or direction
given, by the Commission in accordance with section 327(3).

(2) 25This subsection applies to a person who was at any stage a party to the
proceedings in which the question referred to the Tribunal was decided.

(3) Any enactment (including one contained in this Act) which provides for an
appeal or application to be made to the Tribunal has effect subject to subsection
(1).

331 30Interpretation

(1) In this Chapter—

• “charity law” means—

  (a)

  any enactment contained in, or made under, this Act or the
  Charities Act 2006,

  (b)

  35any other enactment specified in regulations made by the
  Minister, and

  (c)

  any rule of law which relates to charities, and

• “enactment” includes an enactment comprised in subordinate legislation
  (within the meaning of the Interpretation Act 1978), and includes an
  40enactment whenever passed or made.

(2) The exclusions contained in section 10(2) (ecclesiastical corporations etc.) do
not have effect for the purposes of this Chapter.

Part 18 Miscellaneous and supplementary

Administrative provisions about charities

332 Manner of giving notice of charity meetings, etc.

(1) 5All notices which are required or authorised by the trusts of a charity to be
given to a charity trustee, member or subscriber—

(a) may be sent by post, and

(b) if sent by post, may be addressed to any address given as the address
of the charity trustee, member or subscriber in the list of such persons
10for the time being in use at the office or principal office of the charity.

(2) Subsections (3) and (4) apply where a notice is required by the trusts of the
charity to be given to a charity trustee, member or subscriber.

(3) If the notice is given by post, it is to be treated as having been given by the time
at which the letter containing it would be delivered in the ordinary course of
15post.

(4) If the notice is a notice of any meeting or election, the notice need not be given
to any charity trustee, member or subscriber who, in the list mentioned in
subsection (1)(b), has no address in the United Kingdom.

333 Conferral of authority to execute documents

(1) 20Charity trustees may, subject to the trusts of the charity, confer on any two or
more of their body—

(a) a general authority, or

(b) an authority limited in such manner as the charity trustees think fit,

to execute in the names and on behalf of the charity trustees documents for
25giving effect to transactions to which the charity trustees are a party.

(2) Any document executed in pursuance of an authority under subsection (1) is
of the same effect as if executed by the whole body.

(3) An authority under subsection (1)—

(a) suffices for any document if it is given in writing or by resolution of a
30meeting of the charity trustees, despite the want of any formality that
would be required in giving an authority apart from that subsection;

(b) may be given so as to make the powers conferred exercisable by any of
the charity trustees, or may be restricted to named persons or in any
other way;

(c) 35subject to any such restriction, and until it is revoked, has effect, despite
any change in the charity trustees, as a continuing authority given by
the charity trustees from time to time of the charity and exercisable by
such charity trustees.

(4) In any authority under this section to execute a document in the names and on
40behalf of charity trustees there is, unless the contrary intention appears,
implied authority also to execute it for them in the name and on behalf of the
official custodian or of any other person, in any case in which the charity
trustees could do so.

(5) Where a document purports to be executed in pursuance of this section, then
in favour of a person who (then or afterwards) in good faith acquires for money
or money’s worth—

(a) an interest in or charge on property, or

(b) 5the benefit of any covenant or agreement expressed to be entered into
by the charity trustees,

it is conclusively presumed to have been duly executed by virtue of this
section.

(6) The powers conferred by this section are in addition to and not in derogation
10of any other powers.

334 Transfer and evidence of title to property vested in trustees

(1) Subsection (2) applies where, under the trusts of a charity, trustees of property
held for the purposes of the charity may be appointed or discharged by
resolution of a meeting of the charity trustees, members or other persons.

(2) 15A memorandum declaring a trustee to have been so appointed or discharged
is sufficient evidence of that fact if the memorandum—

(a) is signed either at the meeting by the person presiding or in some other
manner directed by the meeting, and

(b) is attested by two persons present at the meeting.

(3) 20A memorandum evidencing the appointment or discharge of a trustee under
subsection (2), if executed as a deed, has the same operation under section 40
of the Trustee Act 1925 (vesting declarations as respects trust property in deeds
appointing or discharging trustees) as if the appointment or discharge were
effected by the deed.

(4) 25For the purposes of this section, where a document purports to have been
signed and attested as mentioned in subsection (2), then on proof (whether by
evidence or as a matter of presumption) of the signature the document is
presumed to have been so signed and attested, unless the contrary is shown.

(5) This section applies to a memorandum made at any time, except that
30subsection (3) applies only to those made on or after 1 January 1961.

(6) This section applies in relation to any institution to which the Literary and
Scientific Institutions Act 1854 applies as it applies in relation to a charity.

(7) No vesting or transfer of any property in pursuance of any provision of this
section operates as a breach of a covenant or condition against alienation or
35gives rise to a forfeiture.

Enforcement powers of Commission etc.

335 Enforcement of requirements by order of Commission

(1) If a person fails to comply with any requirement imposed by or under this Act
then (subject to subsection (2)) the Commission may by order give that person
40such directions as it considers appropriate for securing that the default is made
good.

(2) Subsection (1) does not apply to any such requirement if—