Application for conversion into a SCIO: notices of
resolution for registered societies and community benefit
societies.
What resolutions must we pass?
Registered societies and community benefit societies (societies) which wish to
convert into a SCIO must pass two resolutions prior to applying to OSCR for
conversion. Copies of the notices of those resolutions must accompany your
application for conversion.
The two resolutions are:
1. A resolution of the society that it be converted into a SCIO
This must be a special resolution of the society (as required by the Co-operative and
Community Benefit Societies Act 2014 (2014 Act),
2. A resolution of society adopting the proposed constitution of the SCIO
Section 56 of the Charities and Trustee Investment (Scotland) Act 2005 (the 2005
Act) and section 52 of the 1965 Act set out the full details of the requirements for
passing these resolutions. Please be aware that these requirements may differ to
those set out in your Rules.
Using the template notices of resolution
OSCR has developed template notices of resolution to help you meet the
requirements of the 2005 and 2014 Act. You are not required to use these
templates, however if you do not, you must ensure that the resolutions you pass
meet the requirements of the 2005 and 2014 Act.
The template notice of resolution adopting the proposed SCIO constitution allows for
the constitution to be amended in order to meet the requirements of the 2005 Act
and The Scottish Charitable Incorporated Organisations Regulations 2011 if, after
assessing your application, we advise you this is necessary. This avoids the need
for you to hold a further meeting to adopt an amended constitution.
You should use the template resolutions in the following way:
1. Resolution 1: resolution that the society be converted into a SCIO
Special resolution –Template A
To pass a special resolution, you must hold two separate general meetings. At the
first meeting, the resolution must be passed and then at the second meeting, that