Part 2Health service bodies
Chapter 5NHS foundation trusts
F1Mergers, acquisitions and separations
56Mergers
1
An application may be made jointly by—
a
an NHS foundation trust, and
b
another NHS foundation trust or an NHS trust F6established under section 25,
F51A
An application under this section may be made only with the approval of more than half of the members of the council of governors of each applicant (that is an NHS foundation trust).
2
The application must—
F31a
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
specify the property and liabilities proposed to be transferred to the new NHS foundation trust,
c
F9...and
d
be accompanied by a copy of the proposed constitution of the new trust,
F8...
F103
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F304
NHS England must grant the application if—
a
it is satisfied that such steps as are necessary to prepare for the dissolution of the trusts and the establishment of the new trust have been taken, and
b
the Secretary of State approves the grant of the application,
and must otherwise refuse the application.
F125
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F126
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F127
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F128
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F129
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F1210
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
F11On the grant of the application, the proposed constitution of the NHS foundation trust has effect, but the directors of the applicants may exercise the functions of the trust on its behalf until a board of directors is appointed in accordance with the constitution.
56AF3Acquisitions
1
An application may be made jointly by—
a
an NHS foundation trust (A), and
b
another NHS foundation trust or an NHS trust established under section 25 (B),
to F32NHS England for the acquisition by A of B.
2
An application under this section may be made only with the approval of more than half of the members of the council of governors of each applicant (that is an NHS foundation trust).
3
The application must—
F34a
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
be accompanied by a copy of the proposed constitution of A, amended on the assumption that A acquires B.
F354
NHS England must grant the application if—
a
it is satisfied that such steps as are necessary to prepare for the acquisition have been taken, and
b
the Secretary of State approves the grant of the application,
and must otherwise refuse the application.
F274A
Where F33NHS England proposes to grant the application, it may by order make provision for the transfer of employees of B to A on the grant of the application.
5
On the grant of the application, the proposed constitution has effect, but where a person who is specified as a director of A in the constitution has yet to be appointed as such, the directors of A may exercise that person's functions under the constitution.
56AAF26Acquisitions under section 56A: supplementary
1
On the grant of an application under section 56A—
a
any order made by F36NHS England under section 56A(4A) takes effect,
b
the property and liabilities of the acquired NHS foundation trust or NHS trust are transferred to the acquiring NHS foundation trust (other than rights and liabilities which may be dealt with by order under section 56A(4A)),
c
the acquired NHS foundation trust or NHS trust is dissolved, and
d
where the acquired trust is an NHS trust, the NHS trust order establishing it is revoked.
2
So far as may be necessary for the purposes of subsection (1)(b)—
a
anything done before the grant of the application by or in relation to the acquired trust is to be treated (on and after the grant) as having been done by or in relation to the acquiring trust;
b
any reference in a document to the acquired trust is to be read as a reference to the acquiring trust.
3
Anything (including legal proceedings) that, immediately before the grant of the application, is in the process of being done by or in relation to the acquired trust may continue to be done afterwards by or in relation to the acquiring trust.
4
In subsection (1)—
a
“liabilities” includes criminal liabilities;
b
“property” includes trust property.
56BF4Separations
1
An application may be made to F38NHS England by an NHS foundation trust for the dissolution of the trust and the establishment of two or more new NHS foundation trusts.
2
An application under this section may be made only with the approval of more than half of the members of the council of governors of the applicant.
3
The application must, by reference to each of the proposed new trusts—
a
specify the property and liabilities proposed to be transferred to it;
b
be accompanied by a copy of its proposed constitution.
F374
NHS England must grant the application if—
a
it is satisfied that such steps as are necessary to prepare for the dissolution of the trust and the establishment of each of the proposed new trusts have been taken, and
b
the Secretary of State approves the grant of the application,
and must otherwise refuse the application.
5
On the grant of the application, the proposed constitution of each of the new trusts has effect but, in the case of each of the new trusts, the proposed directors may exercise the functions of the trust on its behalf until a board of directors is appointed in accordance with the constitution.
57F14Sections 56 to 56B: supplementary
1
2
a
dissolving the F18trust or trusts in question, and
F132A
An order under section 56 or 56B is conclusive evidence of incorporation and conclusive evidence that the corporation is an NHS foundation trust.
3
The order may—
a
transfer, or provide for the transfer of, any of the remaining property or liabilities to F24another NHS foundation trust, an NHS trust established under section 25 or the Secretary of State,
F25b
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F283A
The order may include provision for the transfer of employees of the trust or trusts dissolved by the order.
4
In F20sections 56(2) and 56B(3), and subsections (1) and (2) of this section, “liabilities” includes criminal liabilities; and an order under subsection (3) of this section may transfer any remaining criminal liabilities to F23another NHS foundation trust or an NHS trust established under section 25.
5
F226
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57AF2Dissolution
1
An application may be made by an NHS foundation trust to F45NHS England for dissolution.
2
An application under this section may be made only with the approval of more than half of the members of the council of governors of the applicant.
3
F46NHS England must grant the application if it is satisfied that—
F42a
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
b
such steps as are necessary to prepare for the dissolution have been taken.
4
Where an application under this section is granted, F47NHS England must make an order—
a
dissolving the trust in question, and
F43b
transferring, or providing for the transfer of, the property and liabilities (including criminal liabilities) to another NHS foundation trust, an NHS trust established under section 25 or the Secretary of State.
F445
The order must include provision for the transfer of any employees of the NHS foundation trust that is dissolved.
S. 56 cross-heading substituted (1.4.2013) by Health and Social Care Act 2012 (c. 7), ss. 172(9), 306(4); S.I. 2013/671, art. 2(3)