Session 2010 - 12
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Charities Bill [HL]


Charities Bill [HL]
Part 11 — Charitable incorporated organisations (CIOs)
Chapter 4 — Conversion, amalgamation and transfer

118

 

Amalgamation of CIOs

235     

Application for amalgamation of CIOs

(1)   

Any two or more CIOs (“the old CIOs”) may, in accordance with this section,

apply to the Commission to be amalgamated, and for the incorporation and

registration as a charity of a new CIO (“the new CIO”) as their successor.

5

(2)   

The old CIOs must supply the Commission with—

(a)   

a copy of the proposed constitution of the new CIO,

(b)   

such other documents or information as may be prescribed by CIO

regulations, and

(c)   

such other documents or information as the Commission may require

10

for the purposes of the application.

(3)   

In addition to the documents and information referred to in subsection (2), the

old CIOs must supply the Commission with—

(a)   

a copy of a resolution of each of the old CIOs approving the proposed

amalgamation, and

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(b)   

a copy of a resolution of each of the old CIOs adopting the proposed

constitution of the new CIO.

(4)   

The resolutions referred to in subsection (3) must have been passed—

(a)   

by a 75% majority of those voting at a general meeting of the CIO

(including those voting by proxy or by post, if voting that way is

20

permitted), or

(b)   

unanimously by the CIO’s members, otherwise than at a general

meeting.

(5)   

The date of passing of such a resolution is—

(a)   

the date of the general meeting at which it was passed, or

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(b)   

if it was passed otherwise than at a general meeting, the date on which

provision in the CIO’s constitution or in regulations made under

section 223 treats it as having been passed (but that date may not be

earlier than that on which the last member agreed to it).

236     

Notice of application for amalgamation

30

(1)   

Each old CIO must—

(a)   

give notice of the proposed amalgamation in the way (or ways) that in

the opinion of its charity trustees will make it most likely to come to the

attention of those who would be affected by the amalgamation, and

(b)   

send a copy of the notice to the Commission.

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(2)   

The notice must invite any persons who consider that they would be affected

by the proposed amalgamation to make written representations to the

Commission no later than a date determined by the Commission and specified

in the notice.

237     

Cases where application must or may be refused

40

(1)   

The Commission must refuse an application for amalgamation if—

(a)   

it is not satisfied that the new CIO would be a charity at the time it

would be registered, or

 
 

Charities Bill [HL]
Part 11 — Charitable incorporated organisations (CIOs)
Chapter 4 — Conversion, amalgamation and transfer

119

 

(b)   

the new CIO’s proposed constitution does not comply with one or

more of the requirements of section 206 and any regulations made

under that section.

(2)   

In addition to being required to refuse it on one of the grounds mentioned in

subsection (1), the Commission must refuse an application for amalgamation if

5

it considers that there is a serious risk that the new CIO would be unable

properly to pursue its purposes.

(3)   

The Commission may refuse an application for amalgamation if—

(a)   

the proposed name of the new CIO—

(i)   

is the same as, or

10

(ii)   

is in the opinion of the Commission too like,

   

the name of any other charity (whether registered or not), or

(b)   

the Commission is of the opinion referred to in any of paragraphs (b) to

(e) of section 42(2) (power to require charity’s name to be changed) in

relation to the proposed name of the new CIO (reading paragraph (b)

15

as referring to the proposed purposes of the new CIO and to the

activities which it is proposed it should carry on).

(4)   

The Commission may refuse an application for amalgamation if it is not

satisfied that the provision in the constitution of the new CIO about the matters

mentioned in subsection (5) is—

20

(a)   

the same, or

(b)   

substantially the same,

   

as the provision about those matters in the constitutions of each of the old

CIOs.

(5)   

The matters are—

25

(a)   

the purposes of the CIO,

(b)   

the application of property of the CIO on its dissolution, and

(c)   

authorisation for any benefit to be obtained by charity trustees or

members of the CIO or persons connected with them.

(6)   

Sections 248 (meaning of “benefit”) and 249 (meaning of “connected person”)

30

apply for the purposes of this section.

(7)   

In this section and sections 238 and 239, “application for amalgamation” means

an application under section 235.

238     

Registration of amalgamated CIO

(1)   

If the Commission grants an application for amalgamation, it must register the

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new CIO in the register of charities.

(2)   

The entry relating to the registration in the register of the charity constituted as

the new CIO must include—

(a)   

a note that it is constituted as a CIO,

(b)   

the date of the charity’s registration, and

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(c)   

a note that the CIO was formed following amalgamation, and of the

name of each of the old CIOs.

(3)   

A copy of the entry in the register must be sent to the charity at the principal

office of the new CIO.

 
 

Charities Bill [HL]
Part 11 — Charitable incorporated organisations (CIOs)
Chapter 4 — Conversion, amalgamation and transfer

120

 

239     

Effect of registration

(1)   

Upon the registration of the new CIO it becomes by virtue of the registration a

body corporate—

(a)   

whose constitution is that proposed in the application for

amalgamation,

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(b)   

whose name is that specified in the constitution, and

(c)   

whose first members are the members of the old CIOs immediately

before the new CIO was registered.

(2)   

Upon the registration of the new CIO—

(a)   

all the property, rights and liabilities of each of the old CIOs become by

10

virtue of this subsection the property, rights and liabilities of the new

CIO, and

(b)   

each of the old CIOs is dissolved.

(3)   

Any gift which—

(a)   

is expressed as a gift to one of the old CIOs, and

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(b)   

takes effect on or after the date of registration of the new CIO,

   

takes effect as a gift to the new CIO.

Transfer of CIO’s undertaking to another CIO

240     

 Resolutions about transfer of CIO’s undertaking to another CIO

(1)   

A CIO may resolve that all its property, rights and liabilities should be

20

transferred to another CIO specified in the resolution.

(2)   

Where a CIO has passed such a resolution, it must send to the Commission—

(a)   

a copy of the resolution, and

(b)   

a copy of a resolution of the transferee CIO agreeing to the transfer to it.

(3)   

The resolutions referred to in subsections (1) and (2)(b) must have been

25

passed—

(a)   

by a 75% majority of those voting at a general meeting of the CIO

(including those voting by proxy or by post, if voting that way is

permitted), or

(b)   

unanimously by the CIO’s members, otherwise than at a general

30

meeting.

(4)   

The date of passing of such a resolution is—

(a)   

the date of the general meeting at which it was passed, or

(b)   

if it was passed otherwise than at a general meeting, the date on which

provision in the CIO’s constitution or in regulations made under

35

section 223 treats it as having been passed (but that date may not be

earlier than that on which the last member agreed to it).

(5)   

The resolution of the transferor CIO does not take effect until confirmed by the

Commission.

241     

 Notice of transfer of CIO’s undertaking to another CIO

40

Having received the copy resolutions referred to in section 240(2), the

Commission—

 
 

Charities Bill [HL]
Part 11 — Charitable incorporated organisations (CIOs)
Chapter 4 — Conversion, amalgamation and transfer

121

 

(a)   

may direct the transferor CIO to give public notice of its resolution in

such manner as is specified in the direction, and

(b)   

if it gives such a direction, must take into account any representations

made to it by persons appearing to it to be interested in the transferor

CIO, where those representations are made to it within the period of 28

5

days beginning with the date when public notice of the resolution is

given by the transferor CIO.

242     

 Cases where confirmation of resolution must or may be refused

(1)   

The Commission must refuse to confirm the resolution of the transferor CIO if

it considers that there is a serious risk that the transferee CIO would be unable

10

properly to pursue the purposes of the transferor CIO.

(2)   

The Commission may refuse to confirm the resolution if it is not satisfied that

the provision in the constitution of the transferee CIO about the matters

mentioned in subsection (3) is—

(a)   

the same, or

15

(b)   

substantially the same,

   

as the provision about those matters in the constitution of the transferor CIO.

(3)   

The matters are—

(a)   

the purposes of the CIO,

(b)   

the application of property of the CIO on its dissolution, and

20

(c)   

authorisation for any benefit to be obtained by charity trustees or

members of the CIO or persons connected with them.

(4)   

Sections 248 (meaning of “benefit”) and 249 (meaning of “connected person”)

apply for the purposes of this section.

243     

 Confirmation of resolution

25

(1)   

If the Commission does not notify the transferor CIO within the relevant

period that it is either confirming or refusing to confirm the transferor CIO’s

resolution, the resolution is to be treated as confirmed by the Commission on

the day after the end of that period.

(2)   

Subject to subsection (3), “the relevant period” means—

30

(a)   

if the Commission directs the transferor CIO under section 241 to give

public notice of its resolution, the period of 6 months beginning with

the date when that notice is given, or

(b)   

otherwise, the period of 6 months beginning with the date when both

of the copy resolutions referred to in section 240(2) have been received

35

by the Commission.

(3)   

The Commission may at any time within the period of 6 months mentioned in

subsection (2)(a) or (b) give the transferor CIO a notice extending the relevant

period by such period (not exceeding 6 months) as is specified in the notice.

(4)   

A notice under subsection (3) must set out the Commission’s reasons for the

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extension.

 
 

 
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Revised 28 June 2011