Kendya Goodman

This Practice Note considers the transfer of charity assets in England and Wales as part of an incorporation, merger or other restructuring. It explains how to identify the power to transfer each asset and the restrictions affecting it, when the charity land disposal and mortgage requirements apply, and how permanent endowment, designated land and special trusts must be dealt with. It also considers which assets may be available to creditors if a charity becomes insolvent.For the choice of restructuring route, incorporation and statutory conversion, see Practice Note: Charity restructurings—structure conversions. For merger powers, vesting declarations, legacies, employees, contracts and closure, see Practice Note: Charity mergers—vesting, legacies, employees, contracts and closure.Transferring assets—powers, charity land and mortgagesTen questions for each assetWhatever the restructuring route the charity adopts, the following questions arise in respect of each asset which is to be transferred:•Who owns the asset?—Establish ownership by reference to the documents by which the asset was acquired, the original gift of the asset to the charity, any later schemes

This Practice Note considers charity mergers in England and Wales, from identifying the power to transfer assets and the due diligence process, to completing the transfer and closing the outgoing charity. It explains the statutory charitable incorporated organisation (CIO) merger procedures, pre-merger vesting declarations, registration of a relevant charity merger and the effect of restructuring on legacies. It also considers employees and pensions, contracts and third-party consents, and the personal exposure of trustees where a charity is financially distressed.For incorporation and statutory conversion, see Practice Note: Charity restructurings—structure conversions. For the requirements governing individual assets, including charity land, permanent endowment and special trusts, see Practice Note: Charity asset transfers—land, permanent endowment and special trusts.MergersMerger into an existing charity or a new one, and the CIO-only proceduresA merger by transfer takes one of two forms: the first is where one or more charities transfer all of their assets to an existing charity and the second is where one or more charities transfer all of their assets to a new charity

This Practice Note considers changes to the legal structure of charities in England and Wales. It explains the principal restructuring routes, the reasons for choosing them, the incorporation of an unincorporated charity as a charitable incorporated organisation (CIO) or charitable company, and the statutory conversion of a charitable company into a CIO. It considers the powers, resolutions and Charity Commission authority needed, and the implications of financial distress for the choice and sequencing of a restructuring.For the requirements governing individual assets, charity land, permanent endowment and special trusts, see Practice Note: Charity asset transfers—land, permanent endowment and special trusts. For merger powers and procedures, vesting declarations, legacies, employees, contracts, closure and trustees’ personal exposure, see Practice Note: Charity mergers—vesting, legacies, employees, contracts and closure. This Practice Note does not cover the choice of structure for a new charity, charities governed by Royal Charter or statute, charities registered in Scotland or Northern Ireland, taxation, collaboration short of merger, the incorporation of charity trustees under Part 12 of the Charities Act 2011 (CA 2011), which incorporates