Dissolving an Incorporated Organisation

There are formal legal processes concerned with the winding up or dissolving of an incorporated organisation. 

These will depend on whether or not the organisation is solvent, and whether your group has charitable status. It is essential that you seek legal advice before you proceed. Make use of the knowledge and experience offered by the staff in your local Third Sector Interface organisation as well.

Check the full details of the formal processes with Companies House and if your group is a registered charity, speak to OSCR as well. Also check your organisation’s Articles where the Dissolution Clause may set out particular requirements.

Some things to consider:

  • the decision to apply to dissolve a solvent incorporated organisation (without charitable status) will need to be agreed by the members –usually at an Extraordinary General Meeting (EGM) called for that particular purpose

  • all loose ends will need to be tidied up – all debts paid, the bank account closed etc.

  • the members will need to agree on the transfer of any surplus assets – which body or bodies will receive these?

  • if your group has any staff and/or volunteers you should seek advice on employment issues

  • you will also need to notify any other organisation or party who may have an interest in the organisation’s affairs such as Her Majesty’s Revenue and Customs (HMRC), your local authority, funders and The Scottish Government

  • a formal application should be made to Companies House

  • if your organisation finds that it is no longer able to pay its debts, you should cease to trade and take advice on what you need to do to declare the company insolvent