Restructuring / Subsidiaries
You may be considering a change in the legal structure of your organisation. For example, you may wish to be a company limited by guarantee, instead of an unincorporated association. We can advise you on the pros and cons and prepare all the necessary documentation.
Major changes in the legal structure of your organisation are generally termed “reorganisation” and will be governed by one of a number of processes:
1. The Consents and Notification procedure for changing the charity’s constitution.
2. The statutory scheme for reorganisation provided for in the Charities and Trustee Investment (Scotland) Act 2005.
3. For a charity originally constituted by Act of Parliament, the promotion of a Bill in parliament to lead to a new Act of Parliament amending the original constitution.
4. Court action for those charities that cannot use one of the above processes.
We are familiar with the requirements for each of these processes and have the distinction of having promoted an Act of the Scottish Parliament to effect the reorganisation of one charitable client.
In considering whether a charity’s activities meet the charity test, it may become apparent that some activities fall outside the charity’s purposes. Such activities might be dealt with more appropriately by a non-charitable subsidiary. We can advise on whether such a move is necessary and, if so, assist with setting up the appropriate subsidiary structure.
Contact: Marion Davis, Senior Associate and Accredited Specialist in Charity Law email@example.com T. 0141 221 8012