Session 2010 - 12
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Charities Bill [HL]


Charities Bill [HL]
Part 16 — Charity mergers

148

 

Supplementary

304     

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.

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Part 16

Charity mergers

Registration

305     

Register of charity mergers

(1)   

There continues to be a register of charity mergers, to be kept by the

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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.

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(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

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(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—

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(a)   

which has both a permanent endowment and other property

(“unrestricted property”), and

(b)   

whose trusts do not contain provision for the termination of the charity,

   

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

(3)   

The modifications in relation to any such charity are—

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(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

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vesting declaration, and

(b)   

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

applies.

 
 

Charities Bill [HL]
Part 16 — Charity mergers

149

 

307     

Notification of charity mergers

(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

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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.

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(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

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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—

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(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

25

(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,

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(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

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(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.

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Charities Bill [HL]
Part 16 — Charity mergers

150

 

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

of the transferor,

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(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)   

The declaration operates on the specified date to vest the legal title to all of the

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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)   

any land held by the transferor as security for money subject to the

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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

transferor’s interest without the consent of some other person, unless

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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)   

In its application to registered land within the meaning of the Land

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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

of charity mergers.

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(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)   

A gift is an excluded gift if—

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(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)   

In sections 310 and 311

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(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

 
 

Charities Bill [HL]
Part 17 — The Tribunal
Chapter 1 — General

151

 

(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

charity merger, is a reference to—

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(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).

Supplementary

10

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     

Exception for CIOs

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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

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General

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

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Tribunal 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

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accordance 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

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Tribunal 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.

 
 

 
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Revised 28 June 2011