The latest Good Merger Index 2024/5, produced by charity consultancy and recruitment firm Eastside People makes for fascinating reading. The major news is that charity mergers are increasing rapidly – up 49% compared to 2023-24 and the highest since 2013.
Charity Merger is primarily driven by the need for long term financial sustainability but can also bring much greater impact. David Holdsworth, Charty Commission Chief Executive in a speech last May gave examples of a number charity mergers, applauding their increased resilience and increased impact following mergers: “strength in unity”. He acknowledged the complexity and effort required to bring about a merger (though we can help – see below) but emphasised that the Charity Commission would be on hand to support merging charities.
Key legal considerations when planning a merger
From a charity law perspective, you should consider:
- Your charity’s power to merge, and how the charitable purposes of all organisations involved align.
- How the merger decision will be taken, including whether member approval is required.
- Whether your charity holds permanent endowment, designated land or special trusts, and how these assets will be dealt with.
- Whether the merged charity will be a new organisation, or whether an existing charity will become the receiving body.
- Whether you will need authority from the Charity Commission for any part of the process.
- Potential conflicts of interest and how these will be managed.
- Whether the merger must, or could usefully, be recorded on the Register of Charities.
- If your charity is transferring its assets, whether and how it can properly wind up after the merger.
- What protection can and should be put in place for trustees who may face liability in respect of the merging charity that is wound up.
- Employment and pensions considerations, for example the TUPE regime.
Mills & Reeve’s team of charity lawyers are highly experienced in charity mergers; we would be pleased to advise any charities thinking about merger.
If you have any questions please contact Neil Burton or Sarah Williams.
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