Who do we tell, and in what order?

England and Wales: This page sets out the position in full. Scotland: covered, and different at the root — you ask OSCR’s consent before any winding-up step, and removal from the Register comes last. Northern Ireland: covered — a charity can be closed now under existing law, and the trustees must tell CCNI; the order of steps is inferred, not stated by CCNI.

How much does it cost to close a charity?

The simplest way to close a charity costs nothing in fees. No other part of this guide can say that.

This is the last step in the hub. It assumes the decision to close is made and the assets, staff and records are dealt with. The step before is deal with staff, premises, data and records.

Take an unincorporated charity in England and Wales with modest funds and no debts. The whole process is:

1. The trustees decide to close.
2. They apply the dissolution clause and pass on what is left.
3. They submit the Charity Commission’s free online closure form. The Commission then removes the charity from the register.
4. If the charity was registered for Gift Aid or tax recognition, they send HMRC form ChV1.
5. They keep the records for at least 6 years, as the records step explains.

There is no Companies House step, because the charity was never a company. ChV1 is a form, not a fee. The total statutory cost is nothing.

Other structures cost more. A charitable company pays the Companies House fee for form DS01, the strike-off form. The fee is £13 online or £18 on paper. Then it waits out a notice period in the Gazette. Or it pays for a members’ voluntary liquidation. That cost was not examined. No fee was found for closing a CIO.

The order: assets, Companies House, then the Commission

For a charitable company, the order is the thing people get wrong. The Charity Commission’s guidance sets it out.

1. Deal with assets and liabilities first. Pay the debts and transfer what is left (see transfer or distribute the remaining assets).
2. Then remove the company from the companies register. The company, in the Commission’s words, “automatically ceases to exist when it is removed from the companies register”.
3. Only then tell the Charity Commission.

The strike-off itself runs on a Gazette notice. Companies Act 2006 s.1003(3) applies across the UK. It says:

The registrar may not strike a company off under this section until after the expiration of 2 months from the publication by the registrar in the Gazette of a notice…

A CIO is different. It is never on the companies register. It applies to the Commission to be dissolved by removal from the register. The rules are in the CIO Insolvency and Dissolution Regulations 2012 (England and Wales). The Commission must not dissolve it until 3 months after it publishes notice that it has received the application (reg. 7(1)).

How do we decide to close a charity properly? covers the rest of the process. The process includes a notice to members, staff and trustees. Skipping that notice is a criminal offence.

An unincorporated charity has nothing to remove from Companies House. It tells the Commission, through the free form, once it has closed. The Commission’s guidance says: “You must tell the Commission you have closed your charity”.

Do you have to file final accounts?

No special final accounts are needed. But ordinary reporting continues until the charity is removed. The Commission says: “We will not ask you to submit final accounts but do this if your governing document requires it.”

So there is no special final-accounts hurdle. But the ordinary reporting duties up to closure still apply. If an annual return or accounts fall due before the charity is removed, they are still due.

Under Charities Act 2011 s.169(2), in England and Wales, some small charities file no annual return. That applies to a charity other than a CIO whose gross income does not exceed £10,000. Such a charity files no annual return. A CIO files one whatever its income.

The reporting hub covers how the accounts are filed and what the annual return asks: file your accounts and what the annual return actually asks. Two related steps are keeping your register entry current and writing up your objectives and achievements.

Telling HMRC: ChV1 and the final payroll

HMRC is not a charity regulator, so it is the notice most often missed. Two things may be needed:

• Form ChV1, to close off the charity’s tax recognition and Gift Aid (the recognition set up in register with HMRC for tax status).
• If there were employees, the payroll set up in register as an employer and set up payroll must be closed. Send a final Full Payment Submission or Employer Payment Summary. Tick the “Final submission because scheme ceased” box and enter the date the scheme stopped. Pay any PAYE and National Insurance still owed within HMRC’s deadline: 17 days, or 14 if you pay by cheque. Issue final P45s.

The payroll steps come from HMRC’s general guidance for employers who stop, not from a page written for charities. Check the payment deadline against HMRC’s own guidance at the time you close. This page does not print it.

The Pensions Regulator has no charity-specific closing process. It runs a general way to tell it you are no longer an employer. The pension exit-debt questions themselves are in deal with staff, premises, data and records.

A charity that stops operating must be removed

There is no “dormant” status to park a charity in. Charities Act 2011 s.34 applies in England and Wales. It says the Commission “must remove” from the register any charity that has ceased to exist or “does not operate”. That is a duty on the Commission, not a choice.

So a charity that stops but stays on the register keeps all its normal duties until it is closed or removed. The Commission runs a programme to find inactive and ineffective charities. If you have stopped, closing properly is cheaper than waiting to be noticed.

This is where the hub began: diagnose what actually needs to change asks whether the answer is to change, merge or stop. If it is to stop, this page is the end of that road.

Scotland: consent first, removal last

In Scotland, closing is a consent process from the first step. Under the Charities and Trustee Investment (Scotland) Act 2005 s.16(1), a charity may wind itself up or dissolve itself “only with OSCR’s consent”. That covers every Scottish charity structure except a SCIO. A SCIO has its own regulations.

OSCR’s guidance sets the order:

1. Assess the charity’s assets and liabilities.
2. Check the governing document gives the power to wind up or dissolve. Check the law for your legal form allows it too.
3. Decide where the assets left over go under the dissolution clause.
4. Only then apply to OSCR for consent — “before distributing the remaining assets and before taking action to wind up or dissolve”.

OSCR has a period set in s.16(6) of the Scottish Act to refuse, or to direct you to wait. If it does neither in time, it is taken to have consented.

OSCR can refuse for three reasons:

• the charity lacks the power
• the governing document does not allow the plan
• the assets will not go only to charitable purposes

A refusal can be reviewed.

After consent, the charity does what its governing document and legal form require. Then it tells OSCR on the Notification of Changes form, within a fixed period after consent. OSCR removes the charity from the Register only when it gets that form. As OSCR puts it: “having OSCR’s consent is not what makes the dissolution happen”.

The date a Scottish charity is legally dissolved differs by its legal form. That table is in decide to close. A SCIO is removed under the Scottish Charitable Incorporated Organisations (Removal from Register and Dissolution) Regulations 2011 instead.

Northern Ireland: it can be done, and here is who to tell

A Northern Ireland charity can be closed now. Section 95 of the Charities Act (Northern Ireland) 2008, on winding up, has never been brought into force. That does not stop a Northern Ireland charity closing.

It only means two things. The Attorney General and CCNI cannot petition to wind a charity up. And CCNI cannot apply to restore a dissolved charitable company.

The ordinary routes already work:

• A charitable company is registered under the Companies Act 2006, like any other UK company. If solvent, it can strike off under ss.1003 to 1006. It can also be wound up, voluntarily or compulsorily, under the Insolvency (Northern Ireland) Order 1989. That Order is Northern Ireland’s own insolvency law.
• An unincorporated charity dissolves under its governing document.

Who to tell. The trustees have a statutory duty to tell CCNI if the charity ceases to exist. The duty is in the Charities Act (Northern Ireland) 2008 s.17(3)(a). CCNI has an online form for it.

Separately, CCNI must remove a charity that has ceased to exist or does not operate. That is a mandatory duty under s.16(5)(b) of that Act, not a choice.

CCNI’s page warns that “It’s a criminal offence to knowingly or carelessly give false information to the Commission.” That is CCNI’s own warning. The offence section behind it was not traced for this page. CCNI also says a charity with permanent endowment “needs to be especially careful”.

The order for a company. No CCNI statement on the order of steps was found. The England and Wales order should carry across: settle the company, remove it from the companies register, then tell CCNI. The same UK-wide Companies Act 2006 rules apply in Northern Ireland. That is an inference from the shared statute, not a CCNI statement.

Once the regulator has removed the charity and HMRC has closed its records, this hub is finished. What remains is keeping the records for the rest of the retention period.

Common mistake: telling the Charity Commission before Companies House

The Commission is the regulator trustees know, so they tell it first. For a charitable company, the Commission’s guidance sets the order. Assets and debts first. Then removal from the companies register. Then the Commission. The company “automatically ceases to exist” on removal.

Common mistake: preparing special final accounts because you assume the Commission demands them

Closure feels as if it should end with a final reckoning. The Commission says: “We will not ask you to submit final accounts but do this if your governing document requires it.” Ordinary reporting up to closure still applies.

Common mistake: forgetting HMRC

HMRC is not a charity regulator, so it slips off the list. Send ChV1 to close off tax recognition and Gift Aid. If there were employees, send a final payroll submission with the “scheme ceased” box ticked. Pay what is owed within HMRC’s deadline, and issue final P45s. Check the deadline against HMRC’s own guidance.

Common mistake: leaving the charity on the register “in case”

Removal feels final, and staying registered feels safer. But the Commission must remove a charity that does not operate. All normal duties continue until then. In Northern Ireland, CCNI has the same mandatory duty. Section 95 not being in force does not stop a Northern Ireland charity closing. The ordinary company and insolvency routes still work.

Worked example

Wrenfield Village Hall is an unincorporated association with modest funds and no debts. Its trustees decide to close.

They read the dissolution clause and transfer what is left to the body it names. They submit the Charity Commission’s free online closure form. Wrenfield was registered for Gift Aid, so the treasurer sends HMRC form ChV1. Wrenfield has no employees, so there is no payroll to close.

There is no Companies House step, because Wrenfield was never a company. The records are boxed and kept for at least 6 years by a named keeper.

The statutory cost is nothing.

If Wrenfield were in Scotland, the trustees would first apply for OSCR’s consent. After consent, they would tell OSCR on the Notification of Changes form. OSCR would then remove Wrenfield from the Register.

The outcome: Wrenfield removed from the register, the Commission and HMRC notified, and the records held by a named keeper.