Process 1:

Moving from Voluntary Association or a Trust to an SCIO 

You need to set up and register a brand new Scottish Charitable Incorporated Organisation (SCIO) with OSCR (the Scottish Charity Regulator), transfer all property over to the new SCIO and then wind up the existing organisation.  There is no process to convert or change - you are:  

• setting up an entirely new charity,  

• transferring all assets to the new SCIO once it is registered, 

• closing the old organisation down.  

The process: 

• 1. Apply to OSCR to register a new SCIO. OSCR can now enter two charities on the Scottish Charity Register with the same name when there is a merger of charities – for instance, when an unincorporated charity is winding up and transferring its assets to a new SCIO, the new SCIO can be registered under the same name as the unincorporated one. You might like to make use of the SCVO model constitutions in our guide to setting up a charity. 

• 2. Charitable status awarded. If the SCIO successfully passes the charity test, charitable status will be awarded. 

• 3. Apply for consent to dissolve the exiting charity. Complete and submit the Application for Consent to Wind-up or Dissolve a Charity to OSCR, giving at least 42 days’ notice of the effective date of dissolution (the next annual general meeting (AGM) or an emergency general meeting (EGM) called for that purpose). 

• 4. Dissolve the existing charity & transfer its assets. Dissolve the existing charity in accordance with its governing document and transfer the assets and liabilities to the new SCIO. Independent legal advice is advisable if contracts or property are involved.  

• 5. Notify OSCR that the existing charity has been dissolved. Within three months of the existing charity being dissolved, complete and return to OSCR the notification of changes made form, along with any other evidence that OSCR requested when they gave you consent to wind up (this might be closing bank statements, final accounts etc.). 

Village Hall?  

OSCR has prepared some specific guidance for village halls governed by a Deed of Trust. 

Some village halls were set up a long time ago and in a unique way where the hall itself is owned by trustees but there is a separate management committee which runs the hall on a day to day to basis. The OSCR guidance explains in more detail how trustees can move the trust forward to incorporate or make changes if they don’t have the powers within the deed of trust to allow them to do this.