How do we actually do the merger, and do we have to register it?

England and Wales: This page sets out the position in full. Scotland: a different register, and no vesting declaration — SCIO amalgamations and transfers vest by statute — with one land-registration question still open; see below. Northern Ireland: the same registration rule, but the legacy test has not been reformed; see below.

In England and Wales, trustees register a charity merger with the Charity Commission to protect future legacies to the charity that closes. The transfers themselves do the merging. This page assumes the checking is done and both boards have decided to go ahead — see carry out merger due diligence.

Two charities did everything right, and still lost the legacy

Start with a real case, because it corrects a common story.

In Berry v IBS-STL (UK) Ltd [2012] EWHC 666 (Ch), a charity called International Bible Society (UK) transferred all its assets to IBS-STL (UK) Ltd. The merger was registered. The old charity then ceased to exist — before the testatrix died.

Her will left residue to six named charities “as shall to the satisfaction of my Trustees be in existence at the date of my death”. The International Bible Society was one. The will also had a gift-over clause for any that had gone.

The High Court held that the legacy did not pass to the merged charity. The old statute applied only to a gift “expressed as a gift to the transferor”.

The will defined its beneficiaries as those still in existence at death. The old charity had gone by then. So there was no gift to it for the statute to redirect. The will’s own gift-over took over.

The charities did not dissolve too early, and they did not skip registration. The problem was the wording of someone else’s will. A page that tells this as a warning about dissolving too soon teaches the wrong lesson.

The fix: a hypothetical test, from 7 March 2024

The Charities Act 2022 s.33 rewrote the test in the Charities Act 2011, for England and Wales, from 7 March 2024. Here are the two versions side by side.

The old England and Wales s.311(2), as enacted, word for word:

“(2) Any gift which (a) is expressed as a gift to the transferor, and (b) takes effect on or after the date of registration of the merger, takes effect as a gift to the transferee…”

The new England and Wales s.311(2) and (2A), word for word:

“(2) Subsection (2A) applies to a gift, other than an excluded gift, if— (a) the gift would have taken effect as a gift to the transferor if the transferor had been in existence, and (b) the date on which the gift would have taken effect is a date on or after the date of the registration of the merger. (2A) The gift takes effect as a gift to the transferee.”

The new test asks what would have happened if the old charity still existed. That reverses the Berry trap.

It applies to gifts made on or after 7 March 2024, even under a will written before then. For a legacy, the gift is made on death. Section 33 also rewrote the matching tests for CIO amalgamations and CIO transfers. These are in ss.239(3) and 244(2) of the 2011 Act, again for England and Wales.

Three limits of the new legacy test

The new test is better. But its protection is not automatic. Three limits remain:

1. It works only if the merger is registered. It reaches only a gift that takes effect on or after the date of registration.
2. It never covers gifts meant for a transferor’s permanent endowment. Section 311(3) is unchanged. A gift “intended to be held subject to the trusts on which the whole or part of the charity’s permanent endowment is held” is excluded.
3. It does not revive gifts that had already failed before the new test applied.

Registering a charity merger: what it does, and when it is compulsory

Registration merges nothing. The transfers do the merging, and registration comes after. Its job is to protect what comes next. It lets future gifts to the closed charity be redirected. It also switches on the vesting-declaration rules. The Commission puts it simply: “Registering is about helping charities secure future gifts (such as bequests) after they have merged and closed.”

In England and Wales, the Charities Act 2011 s.307 sets out who registers, and when:

• notification “may” be given once the transfer has taken place (s.307(1))
• it “must” be given where a vesting declaration was made (s.307(2))
• it is given by the trustees of the charity receiving the assets (s.307(3))
• where there was a declaration, it states that fact, the declaration’s date, and the date title vested (s.307(4))

The statute says “may”, and that is where people stop reading. Registration is optional in general. It is compulsory where you used a vesting declaration. And for any charity that might ever be left a legacy, skipping it is a gamble on other people’s wills.

So the order is:

1. Complete the transfers — by a vesting declaration or a transfer agreement.
2. Finish what the declaration does not reach: Land Registry registration, stock transfers, any restricted leases.
3. The receiving charity’s trustees notify the Commission for the register of mergers.
4. Close the old charity, as set out in Who do we tell, and in what order?.

What a vesting declaration does not transfer

A pre-merger vesting declaration is a deed made by the old charity’s trustees. In England and Wales, the Charities Act 2011 s.310(2) says it “operates on the specified date to vest the legal title to all of the transferor’s property in the transferee, without the need for any further document transferring it”.

“All” is not quite all. As s.310 now stands in England and Wales, the deed does not reach:

• some leasehold land — where assigning the lease would breach a covenant against assignment, or cause a forfeiture (s.310(3)(b))
• shares, stock and similar property transferable only in a company’s books — a separate stock transfer is still needed (s.310(3)(c))
• registered land, fully — the vesting is subject to the Land Registration Act 2002, so registration at HM Land Registry is still needed to complete it (s.310(4))

One old exclusion has gone. Until 7 March 2024, land held as security for money was left out. For England and Wales, the Charities Act 2022 s.34 removed that exclusion. Mortgaged land now vests with everything else.

The tell is in the Commission’s own guidance. It lists registering the change of land ownership at the Land Registry as a separate step.

Should you keep a shell charity after merging?

Sometimes. The new legacy test removed much of the reason for keeping one. It did not remove all of it. Before 2024, many charities kept the old charity alive as an empty “shell” instead of closing it. Legacies left to it then went to a charity that still existed.

The new test does not take away the other reason. Practitioners point out that bank accounts cannot be moved between charities. So a shell can keep receiving standing orders and direct debits while donors are moved across. That point is sector practice, drawn from law-firm commentary, not a rule in the Act.

Some charities expecting a lot of legacy income may still keep a shell for a while. Make it a decision, and minute the reasons (see establish how you take and store minutes).

Scotland and Northern Ireland

Scotland. Register under Chapter 7A of the Charities and Trustee Investment (Scotland) Act 2005, in force since 30 June 2025 — not the England and Wales register.

Registration unlocks the Scottish section 64D legacy test. This guide’s research reads it as the strongest of the three nations’ tests. That is a reading of the statute, not a finding by a court or OSCR.

Berry is persuasive only in Scotland, not binding.

Scottish charity law has no vesting declaration. When SCIOs amalgamate, section 60(3) of the 2005 Act vests “all the property, rights and liabilities” of each old SCIO in the new one. When one SCIO transfers to another, section 61(5) does the same once OSCR confirms the resolution. The vesting is automatic, part of the transaction itself.

Whether heritable property still needs a separate step in the Land Register of Scotland in practice has not been established. Ask a Scottish solicitor before you rely on the statute alone.

Northern Ireland. Registration follows the same rule: optional in general, compulsory where a vesting declaration was used. But the legacy test has not changed. The Charities Act (Northern Ireland) 2008 s.164(2) still uses the old “expressed as a gift to the transferor” wording. That is the wording that failed in Berry.

This guide’s research reads a Northern Irish merger as more at risk of a lost legacy. The comparison is with a post-2024 England and Wales merger or a post-2025 Scottish one. That is analysis, not a court finding. CCNI’s own guidance notes that some trustees keep the old charity in existence to receive legacies.

Closing the old charity then follows the closing steps of this hub. They run from decide to close to remove the charity from the register, file final returns.

Common mistake: treating registration as the thing that merges the charities

“Register the merger” sounds like the operative act. It is not. The transfers merge the charities. Registration protects what comes after. It lets future gifts to the closed charity be redirected, and switches on the vesting-declaration rules.

Common mistake: skipping registration because it is “optional”

The statute says notification “may” be given. It also says it “must” be given where a pre-merger vesting declaration was used. If the merger is not registered, the legacy protection never applies. Future gifts to the closing charity may then fail. The Commission’s own framing: registering is about securing future gifts after you have merged and closed.

Common mistake: relying on the vesting declaration alone for land and shares

The declaration promises to vest “all of the transferor’s property” without further documents. Yet it leaves out certain leaseholds. It also leaves out shares transferable only in a company’s books, which need a stock transfer.

Registered land vests subject to the Land Registration Act 2002, so HM Land Registry registration is still needed. The Commission lists registering the land change as a separate step.

Common mistake: reading Berry v IBS-STL as a case about dissolving the transferor too early

It was not. The old charity was dissolved in good time, and the merger was properly registered. The gift failed because of the will’s own drafting. A class gift to charities “in existence at the date of my death”, plus a gift-over, defeated the old wording.

The new test reverses that, but only for registered mergers. It never applies to gifts meant for permanent endowment, or to gifts that had already failed.

Worked example

Wrenfield Village Hall transfers all its property to Saltmarsh Trust by a pre-merger vesting declaration, and then ceases to exist.

This is a relevant charity merger. Because a vesting declaration was used, registration is compulsory. The declaration vests the hall’s assets on the date it names. But the hall’s registered land still needs HM Land Registry registration to complete the transfer.

Once the transfer is complete, Saltmarsh’s trustees notify the Commission. From the registration date, a will leaving money to “Wrenfield Village Hall” takes effect as a gift to Saltmarsh under the new test. The exception is a gift meant for the hall’s permanent endowment.

Next comes the shell question. The legacy reason has mostly gone. The bank-account reason — standing orders still arriving — has not. That reason is sector practice rather than law. The trustees decide, and minute the reasons.

The outcome: completed transfers, the land registered, an entry on the Register of Mergers, and a minuted view on keeping a shell.