Part 11

Charitable incorporated organisations (CIOs)
CHAPTER 4

Conversion, amalgamation and transfer

Conversion of certain bodies to CIO

Application for conversion by charitable company
228
1
A charitable company may apply to the Commission to be converted into a CIO, and for the CIO's registration as a charity, in accordance with this section.
2
But such an application may not be made by—
a
a company having a share capital if any of the shares are not fully paid up, or
b
an exempt charity.
3
The company must supply the Commission with—
a
a copy of a resolution of the company that it be converted into a CIO,
b
a copy of the proposed constitution of the CIO,
c
a copy of a resolution of the company adopting the proposed constitution of the CIO,
d
such other documents or information as may be prescribed by CIO regulations, and
e
such other documents or information as the Commission may require for the purposes of the application.
4
The resolution referred to in subsection (3)(a) must be—
a
a special resolution of the company, or
b
a unanimous written resolution signed by or on behalf of all the members of the company who would be entitled to vote on a special resolution.
5
Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company's constitution) does not apply to such a resolution.
6
In the case of a company limited by guarantee which makes an application under this section (whether or not it also has a share capital), the proposed constitution of the CIO must (unless subsection (8) applies) provide—
a
for the CIO's members to be liable to contribute to its assets if it is wound up, and
b
for the amount up to which they are so liable.
7
That amount must not be less than the amount up to which they were liable to contribute to the assets of the company if it was wound up.
8
If the amount each member of the company is liable to contribute to its assets on its winding up is £10 or less—
a
the guarantee is extinguished on the conversion of the company into a CIO, and
b
the requirements of subsections (6) and (7) do not apply.