Session 2010 - 12
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Charities Bill [HL]


Charities Bill [HL]
Part 11 — Charitable incorporated organisations (CIOs)
Chapter 5 — Supplementary

122

 

244     

 Effect of confirmation of resolution

(1)   

If the resolution of the transferor CIO is confirmed (or treated as confirmed) by

the Commission—

(a)   

all the property, rights and liabilities of the transferor CIO become by

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

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transferee CIO in accordance with the resolution, and

(b)   

the transferor CIO is dissolved.

(2)   

Any gift which—

(a)   

is expressed as a gift to the transferor CIO, and

(b)   

takes effect on or after the date on which the resolution is confirmed (or

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treated as confirmed),

   

takes effect as a gift to the transferee CIO.

Chapter 5

Supplementary

245     

 Regulations about winding up, insolvency and dissolution

15

(1)   

CIO regulations may make provision about—

(a)   

the winding up of CIOs,

(b)   

their insolvency,

(c)   

their dissolution, and

(d)   

their revival and restoration to the register following dissolution.

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(2)   

The regulations may, in particular, make provision—

(a)   

about the transfer on the dissolution of a CIO of its property and rights

(including property and rights held on trust for the CIO) to the official

custodian or another person or body;

(b)   

requiring any person in whose name any stocks, funds or securities are

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standing in trust for a CIO to transfer them into the name of the official

custodian or another person or body;

(c)   

about the disclaiming, by the official custodian or other transferee of a

CIO’s property, of title to any of that property;

(d)   

about the application of a CIO’s property cy-près;

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(e)   

about circumstances in which charity trustees may be personally liable

for contributions to the assets of a CIO or for its debts;

(f)   

about the reversal on a CIO’s revival of anything done on its

dissolution.

(3)   

The regulations may—

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(a)   

apply any enactment which would not otherwise apply, either without

modification or with modifications specified in the regulations,

(b)   

disapply, or modify (in ways specified in the regulations) the

application of, any enactment which would otherwise apply.

(4)   

In subsection (3), “enactment” includes a provision of subordinate legislation

40

within the meaning of the Interpretation Act 1978.

 
 

Charities Bill [HL]
Part 11 — Charitable incorporated organisations (CIOs)
Chapter 5 — Supplementary

123

 

246     

Power to make further provision about CIOs

(1)   

CIO regulations may make further provision about applications for

registration of CIOs, the administration of CIOs, the conversion of charitable

companies, registered societies and community interest companies into CIOs,

the amalgamation of CIOs, and in relation to CIOs generally.

5

(2)   

The regulations may, in particular, make provision about—

(a)   

the execution of deeds and documents;

(b)   

the electronic communication of messages or documents relevant to a

CIO or to any dealing with the Commission in relation to one;

(c)   

the maintenance of registers of members and of charity trustees;

10

(d)   

the maintenance of other registers (for example, a register of charges

over the CIO’s assets).

(3)   

The regulations may—

(a)   

apply any enactment which would not otherwise apply, either without

modification or with modifications specified in the regulations,

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(b)   

disapply, or modify (in ways specified in the regulations) the

application of, any enactment which would otherwise apply.

(4)   

The regulations may, in relation to charities constituted as CIOs—

(a)   

disapply any of sections 29 to 38 (registration of charities),

(b)   

modify the application of any of those sections in ways specified in the

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regulations.

(5)   

In subsection (3), “enactment” includes a provision of subordinate legislation

within the meaning of the Interpretation Act 1978.

247     

Meaning of “CIO regulations”

In this Part “CIO regulations” means regulations made by the Minister.

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248     

Meaning of “benefit”

(1)   

This section applies for the purposes of sections 226(2)(c), 237(5)(c) and

242(3)(c) (cases where Commission may refuse to consent to amendment of

constitution, to grant an application for amalgamation or to confirm a

resolution transferring a CIO’s undertaking).

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(2)   

“Benefit” means a direct or indirect benefit of any nature, except that it does not

include any remuneration (within the meaning of section 185) whose receipt

may be authorised under that section.

249     

Meaning of “connected person”

(1)   

This section applies for the purposes of sections 226(2)(c), 237(5)(c) and

35

242(3)(c).

(2)   

The following persons are connected with a charity trustee or member of a

CIO—

(a)   

a child, parent, grandchild, grandparent, brother or sister of the trustee

or member;

40

(b)   

the spouse or civil partner of the trustee or member or of any person

falling within paragraph (a);

 
 

Charities Bill [HL]
Part 12 — Incorporation of charity trustees

124

 

(c)   

a person carrying on business in partnership with the trustee or

member or with any person falling within paragraph (a) or (b);

(d)   

an institution which is controlled—

(i)   

by the trustee or member or by any person falling within

paragraph (a), (b) or (c), or

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(ii)   

by two or more persons falling within sub-paragraph (i), when

taken together.

(e)   

a body corporate in which—

(i)   

the trustee or member or any connected person falling within

any of paragraphs (a) to (c) has a substantial interest, or

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(ii)   

two or more persons falling within sub-paragraph (i), when

taken together, have a substantial interest.

(3)   

Sections 350 to 352 (meaning of child, spouse, civil partner, controlled

institution and substantial interest) apply for the purposes of subsection (2).

250     

Effect of provisions relating to vesting or transfer of property

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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.

Part 12

Incorporation of charity trustees

20

General

251     

Incorporation of charity trustees

(1)   

The Commission may grant a certificate of incorporation of the charity trustees

of a charity as a body corporate if—

(a)   

the charity trustees of the charity, in accordance with section 256, apply

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to the Commission for such a certificate, and

(b)   

the Commission considers that the incorporation of the charity trustees

would be in the interests of the charity.

(2)   

Such a certificate is subject to such conditions or directions as the Commission

thinks fit to insert in it.

30

(3)   

But the Commission must not grant such a certificate if the charity—

(a)   

appears to the Commission to be required to be registered in

accordance with section 30, but

(b)   

is not so registered.

(4)   

On the grant of such a certificate—

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(a)   

the charity trustees of the charity become a body corporate by such

name as is specified in the certificate, and

(b)   

any rights or liabilities of those trustees in connection with any

property vesting in the body under section 252 become rights or

liabilities of that body.

40

   

Paragraph (b) does not affect the operation of section 254 (liability of charity

trustees not affected by incorporation).

 
 

Charities Bill [HL]
Part 12 — Incorporation of charity trustees

125

 

(5)   

After their incorporation the charity trustees—

(a)   

may sue and be sued in their corporate name, and

(b)   

have the same powers, and are subject to the same restrictions and

limitations, as respects the holding, acquisition and disposal of

property for or in connection with the purposes of the charity as they

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had or were subject to while unincorporated;

   

and any relevant legal proceedings that might have been continued or

commenced by or against the charity trustees may be continued or commenced

by or against them in their corporate name.

(6)   

In subsection (5) “relevant legal proceedings” means legal proceedings in

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connection with any property vesting in the incorporated body under section

252.

(7)   

An incorporated body need not have a common seal.

252     

Estate to vest in incorporated body

(1)   

The certificate of incorporation vests in the incorporated body all real and

15

personal estate, of whatever nature or tenure, belonging to or held by any

person or persons in trust for the relevant charity.

(2)   

On the vesting of all real and personal estate under subsection (1), any person

or persons in whose name or names any stocks, funds or securities are standing

in trust for the relevant charity must transfer them into the name of the

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incorporated body.

(3)   

Subsections (1) and (2) do not apply to property vested in the official custodian.

253     

Gifts to take effect as gifts to incorporated body

(1)   

After the incorporation under this Part of the charity trustees of any charity,

every relevant donation, gift and disposition of property made—

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(a)   

to or in favour of the charity, or the charity trustees of the charity, or

(b)   

otherwise for the purposes of the charity,

   

takes effect as if made to or in favour of the incorporated body or otherwise for

the same purposes.

(2)   

For the purposes of subsection (1), a donation, gift or disposition of property is

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a relevant one if (whether of real or personal property and whether made by

deed, will or otherwise)—

(a)   

it was lawfully made before the incorporation but has not actually

taken effect, or

(b)   

it is lawfully made after the incorporation.

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254     

Liability of charity trustees not affected by incorporation

After a certificate of incorporation has been granted under this Part, all charity

trustees of the charity are, despite their incorporation—

(a)   

chargeable for such property as comes into their hands, and

(b)   

answerable and accountable for their own acts, receipts, neglects, and

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defaults, and for the due administration of the charity and its property,

in the same manner and to the same extent as if no such incorporation had been

effected.

 
 

 
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Revised 28 June 2011