Charities Act 2011 (c. 25)

Part 16 E+W Charity mergers

Vesting declarations and effect of merger on certain gifts E+W

310 Pre-merger vesting declarations E+W

(1) Subsection (2) applies to a declaration which—

(a) is made by deed for the purposes of this section by the charity trustees of the transferor,

(b) is made in connection with a relevant charity merger, and

(c) is to the effect that (subject to subsections (3) and (4)) all of the transferor's property is to vest in the transferee on such date as is specified in the declaration (“the specified date”).

(2) The declaration operates on the specified date to vest the legal title to all of the transferor's property in the transferee, without the need for any further document transferring it.

This is subject to subsections (3) and (4).

(3) Subsection (2) does not apply to—

F1 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F2 (b) any land held by the transferor under a lease or agreement if, had the transferor assigned its interest in the land on the specified date to the transferee, that assignment would have given rise to—

(i) an actionable breach of covenant or condition against alienation, or

(ii) a forfeiture,] or

(c) any shares, stock, annuity or other property which is only transferable in books kept by a company or other body or in a manner directed by or under any enactment.

(4) In its application to registered land within the meaning of the Land Registration Act 2002, subsection (2) is subject to section 27 of that Act (dispositions required to be registered).

Textual Amendments

F1 S. 310(3)(a) and word omitted (7.3.2024) by virtue of Charities Act 2022 (c. 6), ss. 34(a), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 9

F2 S. 310(3)(b) substituted (7.3.2024) by Charities Act 2022 (c. 6), ss. 34(b), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 9

Modifications etc. (not altering text)

C1 S. 310 applied (with modifications) (2.1.2013) by The Charitable Incorporated Organisations (General) Regulations 2012 (S.I. 2012/3012), regs. 1, 61

311 Effect of registering charity merger on gifts to transferor E+W

(1) This section applies where a relevant charity merger is registered in the register of charity mergers.

[F3 (2) Subsection (2A) applies to a gift, other than an excluded gift, if—

(a) the gift would have taken effect as a gift to the transferor if the transferor had been in existence, and

(b) the date on which the gift would have taken effect is a date on or after the date of the registration of the merger.

(2A) The gift takes effect as a gift to the transferee.]

(3) A gift is an excluded gift if—

(a) the transferor is a charity within section 306(2), and

(b) the gift is intended to be held subject to the trusts on which the whole or part of the charity's permanent endowment is held.

Textual Amendments

F3 S. 311(2)(2A) substituted for s. 311(2) (7.3.2024) by Charities Act 2022 (c. 6), ss. 33(4), 41(4) (with s. 33(5)); S.I. 2024/265, reg. 3, Sch. 1 para. 8

312 “Transferor” and “transferee” etc. in s.310 and s.311 E+W

(1) In sections 310 and 311—

(a) any reference to the transferor, in relation to a relevant charity merger, is a reference to the transferor (or one of the transferors) within the meaning of section 306, and

(b) any reference to all of the transferor's property, where the transferor is a charity within section 306(2), is a reference to all of the transferor's unrestricted property (within the meaning of section 306(2)(a)).

(2) In sections 310 and 311, any reference to the transferee, in relation to a relevant charity merger, is a reference to—

(a) the transferee (within the meaning of section 306), if it is a company or other body corporate, and

(b) otherwise, the charity trustees of the transferee (within the meaning of section 306).

Modifications etc. (not altering text)

C2 S. 312 applied (with modifications) (2.1.2013) by The Charitable Incorporated Organisations (General) Regulations 2012 (S.I. 2012/3012), regs. 1, 61