Q&As

Where a charitable company and a charitable incorporated organisation (CIO) are to be merged and the purposes of the charitable company specify locations but the CIO’s do not, is a special trust created? Can the purposes be widened after the creation of the special trust? Would there be any difference if the charitable company’s governing documents also state that its assets can be transferred to another charity with the same or similar purposes?

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Produced in partnership with Kirsteen Hook of Trethowans LLP
Published on: 08 April 2025
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It is assumed that the proposal is for the charitable company to merge with the charitable incorporated organisation (CIO) by way of a transfer of assets and operations from the charitable company to the CIO, and that the charitable company is not currently a corporate trustee of any permanent endowment or special trusts.

Where a charitable merger is to occur, the objects of both charities need to be compatible, and in particular the objects of the receiving charity (the CIO in this case) must be wide enough to encompass the objects of the transferring charity (the company).

If the transferring charity’s objects are narrower

Kirsteen Hook
Kirsteen Hook

Partner, Trethowans LLP

Kirsteen is a specialist charities solicitor and Partner at Trethowans with over 10 years’ experience advising charities and not-for-profit organisations on a wide range of matters including governance, risk prevention and management, structures, formation and incorporation, trading, trustee changes and responsibilities, contracts, mergers, collaborations and partnering ventures.
 
She has significant experience dealing with regulators, in particular the Charity Commission, Privy Council Office and the Department for Education, and provides training and writes articles and newsletters for the sector.
  
Kirsteen has been recognised as a 'Rising Star' in the 2020, 2021, 2022 and 2023 Legal 500 for Charities and Not-for-Profit.

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