Introduction
Charities can take a number of legal forms. The legal form is the structure of a charity. Some legal forms are unincorporated, some are incorporated. When a charity wants to move from an unincorporated legal form to an incorporated legal form there are certain things the charity has to do, or should be aware of, for that move to happen properly.
What this guide covers
This guide is for charities considering changing from one structure to another structure which is incorporated. This is usually a Scottish Charitable Incorporated Organisation (SCIO), although it could also be a company. This guide does not cover charitable companies who want to convert to a SCIO. This is a separate process and you will find more details in SCIOs: A Guide.
In this guide we will refer to incorporation to a SCIO, and highlight where there are any differences for incorporation to a company.
This guide sets out the process charities should follow to meet the requirements of the Charities and Trustee Investment (Scotland) Act 2005 (the 2005 Act) when they are incorporating. The guide also sets out other things charities need to know and consider about incorporation.
Who is the guide for?
This guide is for:
- Anyone who is a charity trustee of an unincorporated charity registered in Scotland.
- Anyone who runs an unincorporated organisation (not a charity) that wants to become an incorporated charity. See FAQs for more information.
- People working with or advising charities and other third sector organisations.
How to use the guide
This guide sets out the charity law process for incorporating a charity and some of the other things you will need to consider which don’t relate to charity law but can affect the process.
The glossary provides you with further information, definitions and descriptions of some key terms. We’ve highlighted these key terms in bold purple type. Clicking on these terms will take you straight to the glossary.
This guide is split into sections that explain the different steps of the process and is supported by factsheets produced by the stakeholders below who worked with OSCR to shape and inform the guide.
|
OSCR is grateful to the following people for their support and assistance in producing this guide and the factsheets: Steff Bell: Edinburgh Voluntary Organisations’ Council (EVOC) Alan Eccles: Charity Law sub-committee of the Law Society of Scotland Sandy Mathers: Aberdeen Council of Voluntary Organisations (ACVO) Rhonda McLean: Scottish Council for Voluntary Organisations (SCVO) Tom Mitchell: Institute of Chartered Accountants of Scotland (ICAS) Eliza Scoffield: Early Years Scotland Thirza Wilson and Philip Yeaman: Care Inspectorate |
Sources of help and advice
OSCR publishes general guidance for charities, but we can’t provide specific advice on the full range of things which can happen in or affect your charity.
These organisations can help with some or all of the areas set out in the guide and more:
- Local Third Sector Interfaces (TSIs) offer a range of support to voluntary organisations.
- The Scottish Council for Voluntary Organisations (SCVO).
- You may need to consult a professional advisor. The Law Society of Scotland and the Institute of Chartered Accountants of Scotland may be able to help you to identify a professional firm with expertise in charity law or accounting.
- If your charity is part of an umbrella organisation, such as Early Years Scotland or the Development Trusts Association Scotland, the umbrella organisation or parent charity may be able to give you support.
- Companies House if incorporating to a company.
- HMRC for tax matters.