Leslie Baptist Church

Scottish Charitable Incorporated Organsiation (SCIO)

What does this mean?

Most Baptist churches, founded many years ago, are currently constituted as unincorporated voluntary associations (UVAs) which means they do not have a separate legal entity but all transactions etc are carried out by the Trustees or Office Bearers in the name of the Church. Many Churches are contemplating changing to an Incorporated structure instead.

Why Incorporation?

Most churches consider incorporation for two main reasons:

  1. IDENTITY-Incorporated bodies have their own identity in law (“legal personality”) and can therefore own property, enter into employment and other contracts, take out loans and sue and be sued in their own right. UVAs have to do these things in the names of their individual leaders as trustees for the UVA.

  2. PROTECTION-Incorporation provides general protection for trustees, as they are no longer the direct targets of legal action against the church, with the potential for unlimited liability even when they have not personally been at fault. Trustees can still incur some personal liability but this is generally restricted to extreme situations involving negligence, recklessness, illegal activity or operating outside charitable purposes.

The Form of Incorporation

The form of incorporation we are contemplating at Leslie is a SCOTTISH CHARITABLE INCORPORATED ORGANISATION (“SCIO”). Introduced in 2011, this still relatively new SCIO format allows charities to be incorporated, but to be regulated by a single body, the Office of the Scottish Charity Regulator (“OSCR”). The advantage of this form for local churches is that it provides the identity and protection described above, while maintaining the relative simplicity of dealing only with OSCR. The adbice from the Baptist Union of Scotland is

"Therefore, while each church must reach its own conclusions and take its own legal and other advice required, this may well be the most appropriate structure for the vast majority of Baptist churches in Scotland"

At our members meeting on 2nd February 2020 we agreed to proceed with a change to SCIO and passed the following motion in support:-

“The members of Leslie Baptist Church (“the Church”), being an unincorporated voluntary association with Registered Scottish Charity Number SC021266 (“the Association”) hereby agree and resolve as follows:-

  1. The Church should be re-structured as a Scottish Charitable Incorporated Organisation (“SCIO”) and accordingly the trustees of the Association are hereby authorised to apply to the Office of the Scottish Charity Regulator (“OSCR”): a. to incorporate a new SCIO in terms of the draft Constitution & Procedures presented to this meeting, the terms of which are hereby approved; and thereafter b. for approval of the dissolution of the Association on the basis that all of the assets and liabilities of the Association are transferred to the new SCIO.
  2. As and when OSCR has given consent to the incorporation of the new SCIO and the dissolution of the Association, the trustees of the Association should then transfer the assets, liabilities and undertaking of the Association to the new SCIO, so that the Association can be dissolved after such transfer has been effected.
  3. In terms of a transfer agreement (“the Agreement”) to be entered into between the trustees of the Association and the new SCIO, all members of the Association as at the transfer date specified in the Agreement (“the Transfer Date”) shall be deemed to have been transferred to, and to have become members of, the new SCIO with effect from the Transfer Date, and that without the necessity of applying for membership of the new SCIO."

We have collected together a list of some relevant documents here:-