Mergers between trade unions and between employers’ associations
Transfer of engagements and amalgamations: guidance from the Certification Officer (CO).
Who this guidance is for
This guidance sets out the legal procedures for merging trade unions and employers’ associations, as covered by the:
- Trade Union and Labour Relations (Consolidation) Act 1992
- Trade Unions and Employers’ Associations (Amalgamations, etc.) Regulations 1975
This guidance is for trade unions. If you are an employers’ association, and want to merge with another employer’s association, contact the CO’s team:
Tel: 0330 109 3602
e-mail: info@certoffice.org
The law makes a distinction between 2 types of mergers: transfers of engagement and amalgamations.
In a transfer of engagement:
- a trade union transfers its membership, property, funds and other engagements directly to another trade union
- the transferring trade union ceases to exist, and the receiving trade union continues
In an amalgamation:
- 2 or more trade unions simultaneously merge membership, property, funds and other engagements
- the amalgamating trade unions cease to exist, and a new trade union is created
As this guidance does not constitute legal advice, you should also seek independent legal advice if you plan a trade union merger.
Trade unions in Northern Ireland
If your trade union is on the list of trade unions held by the CO and the Northern Ireland CO, you should contact either office for advice.
Any trade union that plans to merge with a trade union outside the UK should contact the CO as soon as possible.
Email: info@certoffice.org
Telephone: 0330 109 3602
Procedure for transfers of engagements
Inform the CO as soon as the trade union is ready to take practical steps towards a transfer of engagement. This is particularly important if either trade union has a political fund, as it will need to consider any implications for the fund as early as possible.
1. Agree the terms of transfer
The transferring and receiving trade unions must agree the terms of the transfer before beginning the formal transfer of engagements.
2. Draft an instrument of transfer
The instrument of transfer sets out the terms of the transfer, as agreed by the trade unions.
Download
3. Draft a notice to members
A majority of the members of the transferring trade union must vote in favour of a transfer of engagement. The receiving union does not need to conduct a vote or consultation.
The transferring trade union must give notice of the proposed transfer to its members. The notice must include sufficient information to enable its members to form a judgement of the effects of the proposed merger.
The notice must do one of the following:
- include the full instrument of transfer within the notice
- include enough of the instrument of transfer to enable members to form a judgement, and tell them where they can see a full version
In practice, the first option is usually easier.
The notice must also state when voting will begin and end. There is no minimum period for voting. The voting period will depend on the voting arrangements you make. All members of the transferring trade union are entitled to vote.
Download Model
The union can include other information in the notice but must not make any recommendations or express an opinion about the proposed transfer.
4. Apply to the CO for informal approval
At least 9 weeks before the date of the vote, the transferring union should apply to the CO for informal approval of the transfer.
The transferring trade union should send to the CO:
- the draft instrument of transfer
- the draft notice to members
- the current rules of the transferring union
Email your documents to info@certoffice.org
The CO will give informal approval of these documents if she is satisfied that the trade union has met the legal requirements. Her team will also provide forms CO6 and CO7 to apply for formal approval at a later date.
5. Appoint an independent scrutineer
The transferring trade union must appoint:
- an independent scrutineer to supervise a postal ballot
- an independent person to store, distribute and count the votes
These can be the same person.
The transferring trade union should ensure that the competence and independence of anybody it appoints cannot reasonably be called into question.
The transferring trade union must also send the name of the scrutineer direct to members or use its usual method of drawing members’ attention to matters of general interest before the scrutineer begins to carry out its functions.
The legal duties of the scrutineer and independent person are set out in the Trade Union and Labour Relations (Consolidation) Act 1992.
See legal requirements for the scrutineer on legislation.gov.uk.
See legal requirements for the independent person on legislation.gov.uk.
6. Apply to the CO for formal approval
The transferring trade union must send to the CO:
- forms CO6 and CO7 signed by the general secretary of the transferring union
- a copy of the Instrument of Transfer, signed by 3 members of the executive and the general secretaries of both trade unions
- a copy of the notice to members
- the rulebook for each trade union involved in the transfer of engagement
Email your documents to info@certoffice.org
After approval, the CO will return an approved copy of the instrument of transfer and notice to members. Her team will also send you forms CO10, CO11 and CO12 to register the instrument of transfer at a later date.
7. Issue the notice to members
The transferring trade union must send the notice to all members.
8. Hold a ballot
The transferring trade union must hold a ballot to get members’ approval for a resolution approving the instrument of transfer.
Only members of the transferring trade union get a vote.
A simple majority of votes is sufficient to pass a resolution, unless the transferring trade union’s rules require a greater majority, or a specified proportion of the members of the union.
Every person who is entitled to vote in the ballot must be allowed to vote without interference or constraint.
The only items the transferring union should enclose with the voting paper are:
- the notice to members
- a return addressed envelope
- a document containing instructions for the return of the voting paper
See other legal requirements for voting on legislation.gov.uk.
The result of the ballot must not be published until the transferring union has received the scrutineer’s report.
See legal requirements for the scrutineer’s report on legislation.gov.uk.
9. Send members the scrutineer’s report
The trade union can send the report directly to members or use its usual method of drawing members’ attention to matters of general interest.
10. Alter the receiving union’s rules
The receiving trade union may need to alter its rules so that it can implement the instrument of transfer. This can usually be done by the executive committee making the change as set out in Section 102 of the Trade Union and Labour Relations (Consolidation) Act 1992. Some trade unions may have rules which do not permit this. If that is the case, they must follow the process set out in their rulebook.
Altered rules will not take effect until the instrument of transfer takes effect.
The trade union must:
- explain the effects of the proposed alterations in the instrument of transfer
- satisfy the CO that the receiving union’s rules conform with the terms of the instrument of transfer
11. Register the instrument of transfer with the CO
The trade union must apply to register the instrument of transfer with the CO. It can only do this after the resolution approving the instrument has been approved by a ballot of the members of the transferring union, and the legal requirements for the scrutineer’s report have been met.
To apply for registration, the trade union will need forms CO10, CO11 and CO12.
The trade union must send the CO:
- completed form CO10, signed by 3 members of the executive and the general secretary of each of the trade unions
- completed form CO11, signed by the general secretary of the transferring union
- completed form CO12, signed by the general secretary of the receiving trade union
- a copy of the instrument of transfer approved by the CO
- if applicable, a copy of any amendments to the rules of the receiving trade union adopted since the date of application for approval of the instrument; and evidence that amendments have been properly made (for example minutes from the meeting where rules were changed)
- a copy of the scrutineer’s report
- a copy of the notice to members, with a statement that the notice was sent using the usual method for drawing members’ attention to matters of general interest
Email your documents to info@certoffice.org
The CO must wait at least 6 weeks to register the instrument of transfer. During that time, the CO may consider a complaint that the transferring trade union has breached legal requirements for:
- the notice to members
- the ballot
- members’ right to vote
- the voting process and method of voting
- allowing members to vote without interference or constraint
- following trade union rules relating to the passing of the resolution
The CO cannot register the instrument until any complaints process has concluded.
See guidance on how the CO handles complaints.
After registering the instrument, the CO will send to the receiving trade union a copy of the instrument, endorsed ‘registered’.
If the transferring trade union was on the CO’s list of trade unions, the CO will remove it and cancel its Certificate of Independence (if it had one).
The transferring trade union must submit a final annual return, covering the period up to the date on which the transfer took effect.
Procedure for amalgamations
Inform the CO as soon as the trade unions are ready to take practical steps towards an amalgamation. This is particularly important if any of the trade unions have a political fund, as they will need to consider any implications for the fund as early as possible.
1. Agree the terms of amalgamation
The amalgamating trade unions must agree the terms of the amalgamation before beginning the formal amalgamation.
2. Draft an instrument of amalgamation
The instrument of amalgamation sets out the terms of the amalgamation, as agreed by each of the trade unions.
Downloand guidance on what to to include in the
The new trade union’s name must be unique (for example, it must not be similar to another trade union on the CO’s list of trade unions).
3. Draft a notice to members
Each trade union must prepare a notice to members which explains the terms of the amalgamation.
A majority of the members of each of the amalgamating trade unions must vote in favour of the amalgamation. An amalgamation cannot go ahead if one of the trade unions votes against it.
Each of the amalgamating trade unions bust give notice of the proposed amalgamation to its members. The notice must include sufficient information to enable members to form a judgement of the effects of the proposed merger.
The notice must do one of the following:
- include the full instrument of amalgamation within the notice
- include enough of the Instrument to enable members to form a judgement, and tell them where they can see a full version
In practice, the first option is usually easier.
The notice must also state when voting will begin and end. There is no minimum period for voting. The voting period will depend on the voting arrangements you make. Members of all the amalgamating trade unions are entitled to vote.
Download
The trade union can include other information in the notice but must not make any recommendations or express an opinion about the proposed amalgamation.
4. Apply to the CO for informal approval
At least 9 weeks before the date of your vote, the amalgamating trade unions must apply to the CO for informal approval of the transfer.
They should send to the CO:
- the draft instrument of amalgamation
- the draft notice to members
- the current rules of each of the amalgamating trade unions
Email your documents to info@certoffice.org
The CO will give informal approval of these documents if she is satisfied that the trade unions have met their legal requirements. Her team will also provide forms CO8 and CO9 to apply for formal approval at a later date.
5. Appoint an independent scrutineer
The amalgamating trade unions must appoint:
- an independent scrutineer to supervise a postal ballot
- an independent person to store, distribute and count the votes
These can be the same person.
The amalgamating trade unions should ensure that the competence and independence of anybody it appoints cannot reasonably be called into question.
Each amalgamating trade union must also send the name of the scrutineer direct to its members or use its usual method of drawing members’ attention to matters of general interest before the scrutineer begins to carry out its functions.
The legal duties of the scrutineer and independent person are set out in the Trade Union and Labour Relations (Consolidation) Act 1992.
See legal requirements for the scrutineer on legislation.gov.uk.
See legal requirements for the independent person on legislation.gov.uk.
6. Apply to the CO for formal approval
Send to the CO:
- forms CO8 and CO9 signed by the general secretary of all amalgamating trade unions
- a copy of the instrument of amalgamation, signed by 3 members of the executive and the general secretaries of all amalgamating trade unions
- a copy of the notice to members
- the rulebook for each trade union involved in the amalgamation
Email your documents to info@certoffice.org
Once approved, the CO will return an approved copy of the instrument and notice. Her team will also send forms CO13 and CO14 to register the amalgamation at a later date.
7. Issue the notice to members
The amalgamating trade unions should send the notice to all their members.
8. Hold a ballot
Each amalgamating trade union must hold a ballot to get members’ approval for a resolution approving the instrument of amalgamation.
A simple majority of votes in each trade union is sufficient to pass a resolution, unless a trade union’s rules require a greater majority or a specified proportion of the members of the union.
Every person who is entitled to vote in the ballot must be allowed to vote without interference or constraint.
The only items that should be enclosed with the voting paper are:
- the notice to members
- a return addressed envelope
- a document containing instructions for the return of the voting paper
See other legal requirements for voting on legislation.gov.uk.
The result of the ballot must not be published until all the amalgamating unions have received the scrutineer’s report .
See legal requirements for the scrutineer’s report on legislation.gov.uk.
9. Send members the scrutineer’s report
The amalgamating trade unions can send the directly to members or use its usual method of drawing members’ attention to matters of general interest.
10. Produce a new set of rules
If the resolution approving the instrument of amalgamation is passed by all the amalgamating trade unions, they must produce a set of rules for the amalgamated trade union.
The CO will not be able to register the instrument of amalgamation until the proposed rules align with the instrument. So it is a good idea to send the proposed rules to the CO for examination before formally applying to register the instrument.
11. Register the instrument of amalgamation with the CO
The amalgamating trade unions must apply to register the instrument of amalgamation with the CO. They can only do this after the resolution approving the instrument of amalgamation has been approved by a ballot of the members of the amalgamating trade unions and the legal requirements for the scrutineer’s report have been met.
To apply for registration, the amalgamating trade unions will need forms CO 13 and CO14.
The amalgamating trade unions must send to the CO:
- completed form CO13, signed by 3 members of the executive and the general secretary of each of the amalgamating trade unions
- completed form C14, signed by the general secretary of each of the amalgamating trade unions
- a copy of the instrument of amalgamation
- a copy of the proposed new rules, signed by the general secretary of each of the amalgamating trade unions (the copy endorsed as ‘approved’ by the CO)
- a copy of the scrutineer’s report for each of the amalgamating trade union
- a copy of the notice to members for each of the amalgamating trade unions
Email your documents to info@certoffice.org
The CO must wait at least 6 weeks to register the instrument of amalgamation. During that time, the CO may consider a complaint that an amalgamating trade union has breached legal requirements for:
- the notice to members
- the ballot
- members’ entitlement to vote
- the voting process and method of voting
- allowing members to vote without interference or constraint
- following trade union rules relating to the passing of the resolution
The CO cannot register the Instrument until any complaints process has concluded.
See guidance on how the CO handles complaints.
After registering the instrument, the CO will send to the new trade union one copy of the instrument, endorsed ‘registered’.
If the name of any of the amalgamating trade unions was on the CO’s list of trade unions:
- the CO will remove them
- the CO will cancel their Certificate of Independence (if they had one).
Each of the amalgamated trade unions must submit a final annual return, covering the period up to the date on which the amalgamation took effect
If all of the amalgamating trade unions were on the CO’s list, the CO will automatically add the new trade union to the list. Similarly, if all the unions had a Certificate of Independence, the CO will issue a new certification for the new trade union. To remain on the list, the trade union must supply the CO with:
- a copy of its rules
- a list of its officers
- the address of its head office
It must do this within 6 weeks of the amalgamation taking effect.
If one or more of the amalgamating unions were not on the CO’s list of trade unions, the new trade union may apply to be on the list after the instrument of amalgamation has been registered in the normal way. Once listed, the trade union may apply for a Certificate of Independence. In this case the new trade union will be required to pay the relevant fee.
The new trade union will not need to submit an annual return until it has been in existence for at least 12 months. The normal annual return cycle will then apply, and the trade union will have to submit its return by 1 June each year.