Transparency data

Guidance about the register of merged charities

Updated 5 April 2024

Applies to England and Wales

• Publication for Northern Ireland
• Publication for Scotland

Why register mergers

Registering mergers is about helping charities secure future gifts (such as bequests) after closing as a result of merging.

By registering, most gifts to the original charity (that has closed after merging) will pass to the merged charity even if the terms of the gift mean it is conditional upon the original charity not closing.

There are some exceptions, which are explained below.

If your charity has merged with another, you can only register the merger where:

• you have transferred all your charity’s assets to the charity you are merging with and
• your charity has closed or will close as a result of transferring your assets or
• your charity has not closed only because it has permanent endowment which will not be transferred to the charity you are merging with

It is a legal requirement to register the merger if you use a pre-merger vesting declaration to transfer your charity’s assets.

Read more about pre-merger vesting declarations and permanent endowment.

In this guidance, the charity that is transferring its assets is called the ‘transferring charity’ and the charity receiving assets is called the ‘receiving charity’. It is the responsibility of the receiving charity to register the merger.

Take relevant professional advice if you need it.

Different types of merger

There are different types of merger:

• merging with an existing charity
• merging with a new charity you have set up for the purpose of merging
• changing structure - usually a trust or unincorporated association that wants to change to a CIO or charitable company. A new CIO or charitable company is set up and the trust or unincorporated association transfers its assets to, or merges with, the new charity before closing

Read more about merging and changing structure.

Merging two or more Charitable Incorporated Organisations (CIOs)

If your charity is a CIO, you are not required to register a merger where:

• your CIO merged with another CIO - either an existing one or a new one you have set up for the purpose of merging and
• you used the legal steps set out in our guidance: How to merge a CIO with other CIOs

If you used these legal steps, gifts to transferring CIOs generally take effect as gifts to receiving CIOs from:

• for a CIO merging with an existing CIO, the date when the Commission confirms the merger
• for a CIO merging with a new CIO, the date when the new CIO is registered

But you may choose to register a CIO merger.

Voluntary registration

Charities that use a pre-merger vesting declaration to transfer their assets must register the merger.

Otherwise, registration is voluntary. First, check that you can register.

Exceptions

There are circumstances when a gift will not pass to the receiving charity despite the merger being registered. For example, where:

• the transferring charity has not closed because it has retained permanent endowment, and
• the gift is intended to be held as permanent endowment on the same terms as the transferring charity’s permanent endowment

Take professional advice if you need it.

How to register mergers

The receiving charity must apply to us to register the merger.

Email: registeramerger@charitycommission.gov.uk

In your email:

• tell us you wish to apply to be entered onto the register of mergers
• tell us your name and position
• confirm that you are acting on the instructions of the charity’s trustees
• confirm you are writing on behalf of the receiving charity
• tell us the receiving charity’s name and registration number
• tell us the names and registration numbers of the transferring charity or charities
• provide details about the assets that were transferred and the date (or dates) of the transfer
• tell us whether you used a pre-merger vesting declaration and, if you did, the date of the declaration
• tell us whether arrangements have been made for the discharge of any liabilities of the transferring charity or charities
• tell us if the transferring charities have closed (or tell us if you don’t know)
• provide any other relevant information to support your application
• provide any other contact details for you or your charity, in case we need it to respond to your application
• 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

Read the Commission’s privacy notice.