Winding up an Organisation

The Charities and Trustee Investment (Scotland) Act 2005 prohibits the dissolving or amalgamation of a registered charity without the consent of the Office of the Scottish Charity Regulator (OSCR) beforehand. You need to seek consent from OSCR at least 42 days in advance of the date of dissolution.

The process for winding up your community organisation should be detailed within its constitution or trust deed. You will need an extraordinary (EGM) or annual general meeting (AGM) to seek formal approval from your members if you have them. It is important that there is a minute of this meeting.

OSCR have different forms to complete for consent to wind up depending on whether you are an unincorporated charity, a solvent SCIO, or an insolvent SCIO. If you are a company, you can apply to Companies House to be struck off the register and dissolved after you have closed your company following the legal process which includes notifying HMRC.

Any surplus assets upon winding up the organisation must be used for purposes that are the same or are closely related to the purposes set out in your constitution or trust deed. It is a legal requirement to name a recipient group even if there is very little to distribute.

Once the charity has been dissolved you will have three months to supply OSCR with supporting evidence of closure such as final accounts, evidence of the transfer of assets and/or liabilities, final bank account statement etc.

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