How do we change, merge or close a charity?
Charity restructuring means changing a charity's name, governing document or purposes, changing its structure or merging, or closing it. This hub takes trustees through each in that order, from diagnosing the problem to removing the charity from the register. Money trouble comes first: the insolvency steps sit before the closing ones. England and Wales, Scotland and Northern Ireland each have their own routes, and every page says which applies.
18 steps, in the order you meet them.
Charities change shape more often than they expect: outgrowing an unincorporated structure, merging with an organisation doing the same work in the next borough, or finding that purposes written a decade ago no longer describe what they do.
Closing properly matters more than closing quickly. Remaining assets have to go somewhere lawful, and trustees who spend a restricted fund on the wrong thing risk a finding of breach of trust against them personally, unless the Commission or a court relieves them of it.
Look up
Glossary
- Charitable incorporated organisation (CIO)
- Grant
- Restricted funds
- Governing document
- Annual return
- Minutes
- Contract
- Regulated alteration
- HMRC
- Legacy
- Beneficiaries
- Charitable purpose
- Independent Examiner’s Directions
- Member
- OSCR
Tools
- Charity name checker — Tool: planned
Templates
No templates registered for this part yet.
Do
- Step 1 · Something isn't working. What are we actually trying to fix?
- Step 2 · Are we even allowed to make this change ourselves?
- Step 3 · How do we change our name?
- Step 4 · Which changes can we just make, without asking anyone?
- Step 5 · Can we change what our charity is for? · legal risk: regulatory-sanction
- Step 6 · We're a charitable company. How do we become a CIO?
- Step 7 · We're an unincorporated charity. How do we become a CIO? · legal risk: regulatory-sanction
- Step 8 · Should we merge with another charity?
- Step 9 · What do we need to check before we merge? · legal risk: regulatory-sanction
- Step 10 · How do we actually do the merger, and do we have to register it? · legal risk: regulatory-sanction
- Step 11 · How do we know if we're in real trouble? · legal risk: personal-liability
- Step 12 · If the charity can't pay, can they come after me? · legal risk: personal-liability
- Step 13 · When do we have to stop, and who do we call? · legal risk: personal-liability
- Step 14 · How do we decide to close a charity properly? · legal risk: personal-liability
- Step 15 · Can we use the restricted grant money to pay for closing down? · legal risk: personal-liability
- Step 16 · Where does what's left actually go? · legal risk: personal-liability
- Step 17 · What about our employees and all our files? · legal risk: regulatory-sanction
- Step 18 · Who do we tell, and in what order?
Common questions
First establish whether the charity is solvent: closing while solvent and closing while insolvent are different legal acts. Then follow your structure's route. A CIO's is set by regulations; a charitable company deals with Companies House before the Charity Commission. The step "How do we decide to close a charity properly?", awaiting expert review, sets out each route.
A charity can change its purposes, but in England and Wales only with the Charity Commission's prior written consent; without it, the change has no effect. In Scotland, OSCR must consent first. Can we change what our charity is for? sets out the test the Commission applies and the order of steps.
In England and Wales, a charity can usually merge only with one whose purposes are the same or substantially the same. If the other charity's purposes are wider, your assets may become a special trust unless your dissolution clause allows otherwise. Should we merge with another charity? covers the test and each board's decision.