Charities Act 2011

Commission’s powers to amend certificate or dissolve body

262Amendment of certificate of incorporation

(1)The Commission may amend a certificate of incorporation—

(a)on the application of the incorporated body to which it relates, or

(b)of its own motion.

(2)Before making any such amendment of its own motion, the Commission must by notice in writing—

(a)inform the charity trustees of the relevant charity of its proposals, and

(b)invite those charity trustees to make representations to it within a time specified in the notice.

(3)The time so specified must be not less than one month from the date of the notice.

(4)The Commission—

(a)must take into consideration any representations made by those charity trustees within the time so specified, and

(b)may then (without further notice) proceed with its proposals either without modification or with such modifications as appear to it to be desirable.

(5)The Commission may amend a certificate of incorporation by—

(a)making an order specifying the amendment, or

(b)issuing a new certificate of incorporation taking account of the amendment.

263Dissolution of incorporated body

(1)The Commission may of its own motion make an order dissolving an incorporated body from such date as is specified in the order, if the Commission is satisfied—

(a)that the body has no assets or does not operate,

(b)that the relevant charity has ceased to exist,

(c)that the institution previously constituting, or treated by the Commission as constituting, the relevant charity has ceased to be, or (as the case may be) was not at the time of the body’s incorporation, a charity, or

(d)that the purposes of the relevant charity—

(i)have been achieved so far as is possible, or

(ii)are in practice incapable of being achieved.

(2)The Commission may make an order dissolving an incorporated body from such date as is specified in the order, if the Commission is satisfied, on the application of the charity trustees of the relevant charity, that it would be in the interests of the charity for the body to be dissolved.

(3)Subject to subsection (4), an order made under this section with respect to an incorporated body has the effect of vesting in the charity trustees of the relevant charity, in trust for that charity, all property for the time being vested—

(a)in the body, or

(b)in any other person (apart from the official custodian),

in trust for that charity.

(4)If the Commission so directs in the order—

(a)all or any specified part of that property, instead of vesting in the charity trustees of the relevant charity, vests in—

(i)a specified person as trustee for, or nominee of, that charity, or

(ii)such persons (other than the charity trustees of the relevant charity) as may be specified;

(b)any specified investments, or any specified class or description of investments, held by any person in trust for the relevant charity are to be transferred to—

(i)the charity trustees of that charity, or

(ii)any such person or persons as is or are mentioned in paragraph (a)(i) or (ii).

For this purpose “specified” means specified by the Commission in the order.

(5)Where an order to which this subsection applies is made with respect to an incorporated body—

(a)any rights or liabilities of the body become rights or liabilities of the charity trustees of the relevant charity, and

(b)any legal proceedings that might have been continued or commenced by or against the body may be continued or commenced by or against those trustees.

(6)Subsection (5) applies to any order under this section by virtue of which—

(a)any property vested as mentioned in subsection (3) is vested—

(i)in the charity trustees of the relevant charity, or

(ii)in any person as trustee for, or nominee of, that charity, or

(b)any investments held by any person in trust for the relevant charity are required to be transferred—

(i)to the charity trustees of that charity, or

(ii)to any person as trustee for, or nominee of, that charity.