Guidance

How to merge a CIO with other CIOs

Updated 7 March 2024

Applies to England and Wales

CIOs can use legal steps in the Charities Act 2011 (as amended) to merge with other CIOs.

These steps are designed to enable CIOs to merge in a straightforward way. For example, you do not need to use transfer agreements and you do not need to separately tell the Commission that your charity has closed.

If you are thinking about merger, first read How to merge charities for guidance about, for example, checking the suitability of potential merger partners and making your decision to merge.

Then read this guidance if you want to use the legal steps to merge your CIO with another CIO.

If you are merging your CIO:

• with another CIO but you do not want to use these legal steps, or
• with another charity that is not a CIO

read section 4 of How to merge charities, for guidance about the process to follow.

Merging your CIO with one other existing CIO

These steps enable one CIO (‘the transferring CIO’) to transfer its assets and liabilities to one other existing CIO (the ‘receiving CIO’) which becomes the merged charity.

Check suitability

Check that your CIO’s:

• purposes
• dissolution clause
• clauses that describe benefits to trustees, members, or people or organisations connected to them

are the same as or substantially the same as that of the CIO you are merging with.

If they are not, the Commission may not confirm the merger.

If your CIO is currently an association CIO and you are thinking about merging with a foundation CIO, you should get your members’ consent to this.

Decision-making

The trustees of the transferring CIO make the decision to merge. Then:

• the members of the transferring CIO must pass a resolution to transfer all of the CIO’s property, rights and liabilities to the receiving CIO
• the members of the receiving CIO must pass a resolution agreeing to receive the property, rights and liabilities from the transferring CIO

If your CIO is a foundation CIO, your trustees are the only members of the charity. You must still pass the separate members’ resolution.

Members usually pass these resolutions at a general meeting. Check if your governing document allows your members to make decisions without a meeting, such as in writing.

For members to pass a resolution, the law requires either:

• the agreement of at least 75% of members who are voting at a general meeting (including those voting by proxy or by post), or
• the agreement of all members if you hold the vote in another way that your governing document allows, such as in writing, online or by post

You must follow the rules in your governing document when organising the meeting or holding the vote in another way.

Get professional advice if you are unsure about the right steps to follow.

Applying to the Commission

The transferring CIO needs to apply to the Commission to confirm the resolutions.

Email: registeramerger@charitycommission.gov.uk

In your email: 

• tell us you are transferring your CIO’s assets and liabilities to another CIO
• tell us your name and position, and the name of your CIO
• confirm that you are acting on the instructions of your charity’s trustees
• tell us the names and charity numbers of the two CIOs involved
• attach to the email both the transferring and receiving members’ resolutions
• confirm that each CIO’s purposes, dissolution clause and clauses that describe benefits to trustees, members, or people or organisations connected to them are the same or substantially the same
• explain why the transfer is in the best interest of each charity
• confirm that the information you have provided is fair and accurate. You should be aware that it is an offence under section 60 of the Charities Act 2011 to knowingly or recklessly provide false or misleading information
• provide any other contact details for you or your charity, in case we need them to respond to your application

If the transferring or receiving charity is a private registered provider of social housing, you must include a statement confirming that you have notified the Regulator of Social Housing of the proposed merger.

Read the Commission’s privacy notice.

Giving public notice

The Commission may then direct the transferring CIO to give public notice of the proposed merger.

If we do, the notice period will be 28 days for anyone with an interest to tell the Commission their views (or representations) about the proposed merger.

Charity Commission confirmation

The Commission has 6 months to consider the proposal starting from either:

• the date we received both resolutions or
• the date that public notice started, if we directed this to happen

We may extend this period up to a total of one year.

In making its decision, the Commission will consider:

• your application
• any representations received
• whether each CIO’s purposes, dissolution clause and clauses that describe benefits to trustees, members, or people or organisations connected to them are the same or substantially the same

The Commission must not confirm the merger if it considers there is a serious risk that the receiving CIO will be unable to further the purposes of the transferring CIO because their purposes are incompatible or for some other reason. 

If the merger is confirmed, this will happen on the day the Commission tells you it has confirmed the merger.

If you do not hear from us, the date the merger is confirmed is the day after the end of the 6 month period, or the day after the end of any longer period if we have extended it.

If we refuse your application we will explain why and the process for asking us to review our decision.

On the date the merger is confirmed:

• the transferring CIO is automatically dissolved and all of its property, rights and liabilities transfer to the receiving CIO (the Commission will remove the transferring CIO from the register)
• the receiving CIO becomes trustee of any permanent endowment, designated land or special trusts, which must continue to be held on their original trusts.

After Charity Commission confirmation

You can now take steps such as transferring money in bank accounts or registering the change in ownership of land at the Land Registry.

You must pass the transferring CIO’s accounting books and records to the receiving CIO. The receiving CIO must keep these for at least 6 years from the end of the financial year in which they were made.

A benefit of using this process is that registering the merger is optional. Gifts to the transferring CIO will generally take effect as gifts to the receiving CIO from the date the merger is confirmed. Read our guidance if you do want to register.

Merging your CIO with a new CIO

These steps enable existing CIOs to merge with a new CIO that you have set up for the purpose of merging.

In the law, this is called ‘amalgamation’.

Write the constitution for the new CIO

You must use one of our model constitutions for CIOs. When you apply to register the CIO, you will need to show what, if any, changes you have made to the model. The new CIO’s constitution must remain as near to the model as possible.

If your CIO is currently an association CIO and you are thinking about setting up and merging with a foundation CIO, you should get your members’ consent to this. 

Consider carefully what will be in the new CIO’s constitution, particularly its:

• purposes
• dissolution clause
• clauses that describe benefits to trustees, members, or people or organisations connected to them

If they are not the same, or substantially the same, as corresponding provisions in your CIO’s constitution, the Commission may not give its approval.

If you decide to review your CIO’s purposes, or other parts of your CIO’s constitution, as part of this process, do this first.

This is because you must obtain the Commission’s authority to change your charity’s purposes, and you may need authority for other changes you make. If the Commission does not provide authority, and you set up the CIO first, you risk the new CIO having different purposes (or other provisions) to your charity’s purposes.

Read the rules about changing governing documents.

Check the rules about charity names and the extra requirements about the names of CIOs.

You will not apply to register the new CIO yet.

Decision-making

Each transferring CIO must take the steps below.

The trustees of each transferring CIO make the decision to amalgamate.

Then each transferring CIO’s members must pass two resolutions:

• the first on the decision to amalgamate with the new CIO, and
• the second on the decision to adopt the proposed constitution of the new CIO

If your CIO is a foundation CIO, your trustees are the only members of the charity. You must still pass the separate members’ resolutions.

Members usually pass these resolutions at a general meeting. Check if your governing document allows your members to make decisions without a meeting, such as in writing.

For members to pass a resolution, the law requires either:

• the agreement of at least 75% of members who are voting at a general meeting (including those voting by proxy or by post), or
• the agreement of all members if you hold the vote in another way that your governing document allows, such as in writing, online or by post

You must follow the rules in your governing document when organising the meeting or holding the vote in another way.

Get professional advice if you are unsure about the right steps to follow.

Giving public notice

Each transferring CIO must give public notice of the proposed amalgamation.

You must give notice in ways that you think will make it most likely that it will be seen by those who would be affected by the proposed amalgamation.

The public notice must:

• invite affected people to give their views (or representations) in writing to the Charity Commission on the proposed amalgamation
• specify that people have 2 months to make representations

What you must send to the Commission

You then need to ask the Commission to approve the amalgamation.

Email: registeramerger@charitycommission.gov.uk

In your email: 

• tell us you are amalgamating
• tell us your name and position, and the name of your CIO
• confirm that you are acting on the instructions of your charity’s trustees
• tell us the names and registration numbers of all the CIOs involved
• attach a copy of the proposed constitution of the new CIO. Highlight any changes you have made to the model constitution and explain why you made them
• show what changes you have made, if any, to the clauses in the model constitution about how the new CIO’s constitution could be changed in future. For example, if your provisions require a higher than usual percentage of your charity’s members to vote to change the constitution
• attach a copy of each transferring CIO’s members’ resolutions approving the amalgamation and adopting the constitution
• attach a copy of the public notice that the CIOs used
• attach your declaration that the trustees of the new CIO are eligible to serve as trustees
• confirm that the information you have provided is fair and accurate. You should be aware that it is an offence under section 60 of the Charities Act 2011 to knowingly or recklessly provide false or misleading information
• provide any other contact details for you or your charity, in case we need them to respond to your application

If any of the CIOs are private registered providers of social housing, you must include a statement confirming that you have notified the Regulator of Social Housing of the proposed amalgamation.

Read the Commission’s privacy notice.

Charity Commission approval

The Commission will decide whether to approve the amalgamation and register the new CIO.

We will consider:

• your application
• any representations received
• the new CIO’s constitution and any changes you made to the model constitution
• whether the new CIO’s and each transferring CIO’s purposes, dissolution clause and clauses that describe benefits to trustees, members, or people or organisations connected to them are the same or substantially the same
• whether the new CIO meets the legal requirements to be registered
• whether those proposed to be trustees of the new CIO can be appointed (they are not disqualified)

The Commission must not give its approval if the new CIO is not a charity or if it considers that the new CIO would not be able to further its purposes. 

If we refuse your application we will explain why and the process for asking us to review our decision.

If we give approval:

• the transferring CIOs will automatically be dissolved when the new CIO is registered
• all the property, rights and liabilities of each of the transferring CIOs are transferred to the new CIO
• the receiving CIO becomes trustee of any permanent endowment, designated land or special trusts, which must continue to be held on their original trusts

After Charity Commission approval

You can now take practical steps such as transferring money in bank accounts or registering the change in ownership of land at the Land Registry.

You must pass each transferring CIO’s accounting books and records to the receiving CIO. The receiving CIO must keep these for at least 6 years from the end of the financial year in which they were made.

A benefit of CIOs using this process is that registering the merger is optional. Gifts to the transferring CIO will generally take effect as gifts to the new CIO from the date the Commission registered the new CIO. Read our guidance if you do want to register.