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Charities Bill [HL]


Charities Bill [HL]
Part 2 — Regulation of charities
Chapter 11 — Powers to spend capital and mergers

50

 

Mergers

44      

Merger of charities

After section 75B of the 1993 Act (inserted by section 43 above) insert—

“Mergers

75C     

Register of charity mergers

5

(1)   

The Commission shall establish and maintain a register of charity

mergers.

(2)   

The register shall be kept by the Commission in such manner as it

thinks fit.

(3)   

The register shall contain an entry in respect of every relevant charity

10

merger which is notified to the Commission in accordance with

subsections (6) to (9) and such procedures as it may determine.

(4)   

In this section “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

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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

20

exist, on or after the transfer of all of their property to a new

charity (“the transferee”).

(5)   

In the case of a merger involving the transfer of property of any charity

which has both a permanent endowment and other property

(“unrestricted property”) and whose trusts do not contain provision for

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the termination of the charity, subsection (4)(a) or (b) applies in relation

to any such charity as if—

(a)   

the reference to all of its property were a reference to all of its

unrestricted property, and

(b)   

any reference to its ceasing to exist were omitted.

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(6)   

A notification under subsection (3) above 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

35

those transfers has taken place.

(7)   

If a vesting declaration is made in connection with a relevant charity

merger, a notification under subsection (3) above must be given in

respect of the merger once the transfer, or the last of the transfers,

mentioned in subsection (6) above has taken place.

40

(8)   

A notification under subsection (3) 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;

 
 

Charities Bill [HL]
Part 2 — Regulation of charities
Chapter 11 — Powers to spend capital and mergers

51

 

(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 (7), set out

the matters mentioned in subsection (9).

5

(9)   

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 75E(2) below.

10

(10)   

In this section and section 75D—

(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

75E(2) below applies.

15

(11)   

Nothing in this section or section 75E or 75F applies in a case where

section 69K (amalgamation of CIOs) or 69M (transfer of CIO’s

undertaking) applies.

75D     

Register of charity mergers: supplementary

(1)   

Subsection (2) applies to the entry to be made in the register in respect

20

of a relevant charity merger, as required by section 75C(3) above.

(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

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merger, set out the matters mentioned in section 75C(9) above,

and

(c)   

contain such other particulars of the merger as the Commission

thinks fit.

(3)   

The register shall be open to public inspection at all reasonable times.

30

(4)   

Where any information contained in the register is not in documentary

form, subsection (3) above shall be construed as requiring the

information to be available for public inspection in legible form at all

reasonable times.

(5)   

In this section—

35

“the register” means the register of charity mergers;

“relevant charity merger” has the same meaning as in section 75C.

75E     

Pre-merger vesting declarations

(1)   

Subsection (2) below applies to a declaration which—

(a)   

is made by deed for the purposes of this section by the charity

40

trustees of 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”).

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Charities Bill [HL]
Part 2 — Regulation of charities
Chapter 11 — Powers to spend capital and mergers

52

 

(2)   

The 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—

5

(a)   

any 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

10

assignment of the transferor’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

15

manner directed by or under any enactment.

(4)   

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

Registration Act 2002, subsection (2) has effect subject to section 27 of

that Act (dispositions required to be registered).

(5)   

In this section “relevant charity merger” has the same meaning as in

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section 75C.

(6)   

In this section—

(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 75C above, and

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(b)   

any reference to all of the transferor’s property, where the

transferor is a charity within section 75C(5), is a reference to all

of the transferor’s unrestricted property (within the meaning of

that provision).

(7)   

In this section any reference to the transferee, in relation to a relevant

30

charity merger, is a reference to—

(a)   

the transferee (within the meaning of section 75C above), if it is

a company or other body corporate, and

(b)   

otherwise, to the charity trustees of the transferee (within the

meaning of that section).

35

75F     

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.

(2)   

Any gift which—

(a)   

is expressed as a gift to the transferor, and

40

(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—

(a)   

the transferor is a charity within section 75C(5), and

(b)   

the gift is intended to be held subject to the trusts on which the

45

whole or part of the charity’s permanent endowment is held.

 
 

Charities Bill [HL]
Part 3 — Funding for charitable, benevolent or philanthropic institutions
Chapter 1 — Public charitable collections

53

 

(4)   

In this section—

“relevant charity merger” has the same meaning as in section 75C;

and

“transferor” and “transferee” have the same meanings as in section

75E.”

5

Part 3

Funding for charitable, benevolent or philanthropic institutions

Chapter 1

Public charitable collections

Preliminary

10

45      

Regulation of public charitable collections

(1)   

This Chapter regulates public charitable collections, which are of the following

two types—

(a)   

collections in a public place; and

(b)   

door to door collections.

15

(2)   

For the purposes of this Chapter—

(a)   

“public charitable collection” means (subject to section 46) a charitable

appeal which is made—

(i)   

in any public place, or

(ii)   

by means of visits to houses or business premises (or both);

20

(b)   

“charitable appeal” means an appeal to members of the public to give

money or other property which is made in association with a

representation that the whole or any part of its proceeds is to be applied

for charitable, benevolent or philanthropic purposes;

(c)   

a “collection in a public place” is a public charitable collection that is

25

made in a public place, as mentioned in paragraph (a)(i);

(d)   

a “door to door collection” is a public charitable collection that is made

by means of visits to houses or business premises (or both), as

mentioned in paragraph (a)(ii).

(3)   

For the purposes of subsection (2)(b)—

30

(a)   

the reference to the giving of money is to doing so by whatever means;

and

(b)   

it does not matter whether the giving of money or other property is for

consideration or otherwise.

(4)   

An appeal to members of the public (other than one falling within section 46(1))

35

is a public charitable collection for the purposes of this Chapter if—

(a)   

it consists in or includes the making of an offer to sell goods or to

supply services, or the exposing of goods for sale, to members of the

public, and

(b)   

it is made as mentioned in sub-paragraph (i) or (ii) of subsection (2)(a)

40

and in association with a representation that the whole or any part of

its proceeds is to be applied for charitable, benevolent or philanthropic

purposes.

 
 

Charities Bill [HL]
Part 3 — Funding for charitable, benevolent or philanthropic institutions
Chapter 1 — Public charitable collections

54

 

(5)   

Subsection (4) is not to be taken to prejudice the generality of subsection (2)(b).

(6)   

In this section—

“business premises” means any premises used for business or other

commercial purposes;

“house” includes any part of a building constituting a separate dwelling;

5

“public place” means—

(a)   

any highway, and

(b)   

(subject to subsection (7)) any other place to which, at any time

when the appeal is made, members of the public have or are

permitted to have access and which either—

10

(i)   

is not within a building, or

(ii)   

if within a building, is a public area within any station,

airport or shopping precinct or any other similar public

area.

(7)   

In subsection (6), paragraph (b) of the definition of “public place” does not

15

include—

(a)   

any place to which members of the public are permitted to have access

only if any payment or ticket required as a condition of access has been

made or purchased; or

(b)   

any place to which members of the public are permitted to have access

20

only by virtue of permission given for the purposes of the appeal in

question.

46      

 Charitable appeals that are not public charitable collections

(1)   

A charitable appeal is not a public charitable collection if the appeal—

(a)   

is made in the course of a public meeting; or

25

(b)   

is made—

(i)   

on land within a churchyard or burial ground contiguous or

adjacent to a place of public worship, or

(ii)   

on other land occupied for the purposes of a place of public

worship and contiguous or adjacent to it,

30

   

where the land is enclosed or substantially enclosed (whether by any

wall or building or otherwise); or

(c)   

is made on land to which members of the public have access only—

(i)   

by virtue of the express or implied permission of the occupier of

the land, or

35

(ii)   

by virtue of any enactment,

   

and the occupier is the promoter of the collection; or

(d)   

is an appeal to members of the public to give money or other property

by placing it in an unattended receptacle.

(2)   

For the purposes of subsection (1)(c) “the occupier”, in relation to unoccupied

40

land, means the person entitled to occupy it.

(3)   

For the purposes of subsection (1)(d) a receptacle is unattended if it is not in the

possession or custody of a person acting as a collector.

47      

Other definitions for purposes of this Chapter

(1)   

In this Chapter—

45

 
 

Charities Bill [HL]
Part 3 — Funding for charitable, benevolent or philanthropic institutions
Chapter 1 — Public charitable collections

55

 

“charitable, benevolent or philanthropic institution” means—

(a)   

a charity, or

(b)   

an institution (other than a charity) which is established for

charitable, benevolent, or philanthropic purposes;

“collector”, in relation to a public charitable collection, means any person

5

by whom the appeal in question is made (whether made by him alone

or with others and whether made by him for remuneration or

otherwise);

“local authority” means a unitary authority, the council of a district so far

as it is not a unitary authority, the council of a London borough or of a

10

Welsh county or county borough, the Common Council of the City of

London or the Council of the Isles of Scilly;

“prescribed” means prescribed by regulations under section 63;

“proceeds”, in relation to a public charitable collection, means all money

or other property given (whether for consideration or otherwise) in

15

response to the charitable appeal in question;

“promoter”, in relation to a public charitable collection, means—

(a)   

a person who (whether alone or with others and whether for

remuneration or otherwise) organises or controls the conduct of

the charitable appeal in question, or

20

(b)   

where there is no person acting as mentioned in paragraph (a),

any person who acts as a collector in respect of the collection,

and associated expressions are to be construed accordingly;

“public collections certificate” means a certificate issued by the

Commission under section 52.

25

(2)   

In subsection (1) “unitary authority” means—

(a)   

the council of a county so far as it is the council for an area for which

there are no district councils;

(b)   

the council of any district comprised in an area for which there is no

county council.

30

(3)   

The functions exercisable under this Chapter by a local authority are to be

exercisable—

(a)   

as respects the Inner Temple, by its Sub-Treasurer, and

(b)   

as respects the Middle Temple, by its Under Treasurer;

   

and references in this Chapter to a local authority or to the area of a local

35

authority are to be construed accordingly.

Restrictions on conducting collections

48      

Restrictions on conducting collections in a public place

(1)   

A collection in a public place must not be conducted unless—

(a)   

the promoters of the collection hold a public collections certificate in

40

force under section 52 in respect of the collection, and

(b)   

the collection is conducted in accordance with a permit issued under

section 59 by the local authority in whose area it is conducted.

(2)   

Subsection (1) does not apply to a public charitable collection which is an

exempt collection by virtue of section 50 (local, short-term collections).

45

(3)   

Where—

 
 

Charities Bill [HL]
Part 3 — Funding for charitable, benevolent or philanthropic institutions
Chapter 1 — Public charitable collections

56

 

(a)   

a collection in a public place is conducted in contravention of

subsection (1), and

(b)   

the circumstances of the case do not fall within section 50(6),

   

every promoter of the collection is guilty of an offence and liable on summary

conviction to a fine not exceeding level 5 on the standard scale.

5

49      

Restrictions on conducting door to door collections

(1)   

A door to door collection must not be conducted unless the promoters of the

collection—

(a)   

hold a public collections certificate in force under section 52 in respect

of the collection, and

10

(b)   

have within the prescribed period falling before the day (or the first of

the days) on which the collection takes place—

(i)   

notified the local authority in whose area the collection is to be

conducted of the matters mentioned in subsection (3), and

(ii)   

provided that authority with a copy of the certificate mentioned

15

in paragraph (a).

(2)   

Subsection (1) does not apply to a door to door collection which is an exempt

collection by virtue of section 50 (local, short-term collections).

(3)   

The matters referred to in subsection (1)(b)(i) are—

(a)   

the purpose for which the proceeds of the appeal are to be applied;

20

(b)   

the prescribed particulars of when the collection is to be conducted;

(c)   

the locality within which the collection is to be conducted; and

(d)   

such other matters as may be prescribed.

(4)   

Where—

(a)   

a door to door collection is conducted in contravention of subsection

25

(1), and

(b)   

the circumstances of the case do not fall within section 50(6),

   

every promoter of the collection is guilty of an offence and liable on summary

conviction to a fine not exceeding level 5 on the standard scale.

   

This is subject to subsection (5).

30

(5)   

Where—

(a)   

a door to door collection is conducted in contravention of subsection

(1),

(b)   

the appeal is for goods only, and

(c)   

the circumstances of the case do not fall within section 50(6),

35

   

every promoter of the collection is guilty of an offence and liable on summary

conviction to a fine not exceeding level 3 on the standard scale.

(6)   

In subsection (5) “goods” includes all personal chattels other than things in

action and money.

50      

Exemption for local, short-term collections

40

(1)   

A public charitable collection is an exempt collection if—

(a)   

it is a local, short-term collection (see subsection (2)), and

(b)   

the promoters notify the local authority in whose area it is to be

conducted of the matters mentioned in subsection (3) within the

 
 

 
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