Charities and Trustee Investment (Scotland) Act 2005 (asp 10)

F1 Part 1 S Charities

Textual Amendments

F1 Pt. 1 Ch. 5A inserted (1.10.2010 for specified purposes, 1.11.2012 in so far as not already in force) by Public Services Reform (Scotland) Act 2010 (asp 8), ss. 125(1), 134(7); S.S.I. 2010/321, art. 3, Sch.; S.S.I. 2012/218, art. 2

Chapter 7 S Scottish charitable incorporated organisations

Conversion, amalgamation and transfer S

56 Conversion of charity which is a company or registered friendly society: applications S

(1) The following may apply to OSCR to be converted into a SCIO, and for the SCIO's entry in the Register—

(a) a charity which is a company,

(b) a charity which is a registered society within the meaning of [F2 the Co-operative and Community Benefit Societies Act 2014] (c. 12).

(2) But such an application may not be made—

(a) by a company or registered society having a share capital if any of the shares are not fully paid up,

(b) by a company having only a single member.

(3) Such an application is referred to in this section and sections 57 and 58 as an “application for conversion”.

(4) Section 54(2) applies in relation to an application for conversion as it applies to an application for a SCIO to be constituted (but sections 4 and 5 do not apply in relation to an application for conversion).

(5) In addition to the documents referred to in section 54(2), the application for conversion must be accompanied by—

(a) a copy of the resolution of the company or registered society that it be converted into a SCIO, and

(b) a copy of the resolution of the company or registered society adopting the proposed constitution of the SCIO.

(6) The resolution referred to in subsection (5)(a) must be—

(a) a special resolution of the company or registered society, or

(b) a unanimous written resolution signed by or on behalf of all the members of the company or registered society who would be entitled to vote on a special resolution.

[F3 (6A) In the case of a company which is [F4 registered under the Companies Act 2006 in Scotland ], Chapter 3 of Part 3 [F5 of that Act ] (resolutions and agreements affecting a company’s constitution) does not apply to the resolutions mentioned in subsection (5)(a) and (b).]

(7) In the case of a registered society, “special resolution” has the meaning given in [F6 section 113(2) of the Co-operative and Community Benefit Societies Act 2014 ].

Textual Amendments

F2 Words in s. 56(1)(b) substituted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 97(2) (with Sch. 5)

F3 S. 56(6A) inserted (1.10.2007) by Companies Act 2006 (Commencement No.3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 1(3)(a), Sch. 4 para. 110 (with art. 12)

F4 Words in s. 56(6A) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 250(2)(a) (with art. 10)

F5 Words in s. 56(6A) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 250(2)(b) (with art. 10)

F6 Words in s. 56(7) substituted (1.8.2014) by Co-operative and Community Benefit Societies Act 2014 (c. 14), s. 154, Sch. 4 para. 97(3) (with Sch. 5)

Commencement Information

I1 S. 56 in force at 1.1.2012 by S.S.I. 2011/20, art. 2(4)(a)