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Changing your charity's legal form

Changing your charities legal form is a significant decision for any charity to take. It is important that charity trustees, before applying to OSCR, consider the full implications of the decision.

For more information on the common types of legal form for Scottish charities see our Legal Forms Factsheet. 

Implications include whether you are registered with any other regulator (e.g. Care Inspectorate). We recommend you contact them before submitting any application to OSCR to ensure that you comply with any requirements they have in relation to your proposal.

OSCR has agreements with a number of other organisations and these set out how and when we will work together. These may also help in understanding the requirements of different regulators and their relationship with us. Please see the Memoranda of Understanding page for further information.


Incorporation

This process applies to charities considering changing from an unincorporated body (unincorporated associations and trusts) to a SCIO or a company.

A charity seeking to incorporate must apply to create a new charity, and apply for consent to wind up the existing (old) charity.

Before starting the incorporation process, it is vital that you read our Incorporation Guidance. This guidance sets out the process that must be followed, including links to appropriate application forms and hints and tips on the wider implications charities should consider. We also have FAQs available which may help you with the process.

If you are an Early Years charity thinking about incorporation you should look at the Early Years Scotland factsheet on the process. 

The process does mean that the new charity will need to have a different name from old charity. We would recommend adding the year, SCIO or limited to the end of the old charity name so that it is not significantly different. The process also means that there will be two bodies on the Register for a period of time until the process is complete. This gives time to the old charity to fully transfer assets to the new charity. A link will identify this and why.

The guidance outlines each step of the process.

The main steps to consider are:

  1. You will have to complete an online application to become a charity. Alongside this you must also submit signed Trustee Declaration Forms. If you are considering becoming a SCIO it is also important to read our SCIO: A Guide publication and our Incorporation to a SCIO: Accounts factsheet. 
  1. Once charitable status is granted for the new charity, you will then need to complete and submit an application to wind up the old charity.
  1. Only once we have granted consent can the old charity begin the transfer of assets.  As both charities are on the Register, this gives the old charity time to deliver its activities as normal, and make sure the full transfer takes place effectively.
  1. Once the transfer is complete, you must notify OSCR that the old charity has wound up. OSCR will remove the old charity from the Register and the process will be complete.

You may use the Notification of Changes Made Form to inform us of this change. Alternatively, you may write to us by email at info@oscr.org.uk or by post to the following address:

          OSCR
          2nd Floor
          Quadrant House
          9 Riverside Drive
          Dundee
          DD1 4NY


Converting to a SCIO from a Company Limited by Guarantee or a Registered Society or Community Benefit Society

This process applies to any charitable company or Registered Society or Community Benefit Society which wishes to become a SCIO. Please read our SCIO's: A Guide publication and complete the Application for Consent to Convert to a SCIO. Alongside the application form you must also submit signed Trustee Declaration Forms.

Read our Incorporation to SCIO: Accounts factsheet for more information on the accounting requirements when changing legal form to a SCIO.

Please find copies of the resolutions required as detailed in the checklist at the back of the application form:

Notices of resolution for charitable companies template

Notices of resolution for registered societies or community benefit societies

 

Changing to any other legal form

If you are considering changing to any other legal form (e.g. A company to an unincorporated association) please contact OSCR and we can discuss your specific requirements.