Process 2:

Moving from a Company, Registered Society or Community Benefit Society to an SCIO

If you are a Company Limited by Guarantee, a Registered Society, or a Community Benefit Society which is already registered as a charity, there is an all-in-one conversion process you should follow, the process to do this is outlined below:

The process: 

Step 1. Prepare a constitution suitable for a SCIO – there are models available on the SCVO website.

Step 2. Prepare resolutions to take to the members of the current company to formally approve:

• that the company convert into a SCIO
• to adopt the new SCIO constitution

OSCR has provided a template for this. You should check your current articles of association for details of the process which you need to follow to do this as these are your own current rules and regulations.

Step 3. Complete the OSCR application to convert into a SCIO and along with this application you will need to submit to OSCR:

• a copy of your current articles of association
• a copy of the new SCIO constitution
• a copy of the resolutions which have been agreed by the members of the company to convert into a SCIO and to adopt the new SCIO constitution
• signed trustee declaration forms for the people who will be the Trustees of the new SCIO – there must be a minimum of 3 trustees in a SCIO.

OSCR will then contact Companies House or the Financial Conduct Authority (FCA) if you are a registered society or a Community Benefit Society to make sure you have no outstanding filing requirements with them, any outstanding fines or any fixed or floating charges outstanding.

If you have any of these, Companies House or the FCA will not be able to approve the conversion into a SCIO. All of this information is available on the OSCR website in the Making changes to your charity section – scroll down this page for the information about Converting to a SCIO from a Company Limited by Guarantee.