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Charity Dissolutions

Clear, practical guidance for trustees managing the closure of a charity

Dissolving a charity is not simply a matter of deciding to stop operating. It is a complex and sensitive process that requires careful planning, particularly where there are charitable assets, outstanding commitments, staff, beneficiaries, funders or other organisations involved. Trustees need to ensure that the charity is brought to an appropriate end while continuing to meet their legal duties throughout the process.

At Ellis-Fermor & Negus, we advise charities and trustees on the legal and practical issues involved in winding up a charity. We help you understand what needs to happen, what decisions need to be made and how to deal with the charity’s remaining assets and obligations properly.

We can advise on the process from the initial decision to close through to the charity’s final dissolution and, where appropriate, dealing with matters involving the Charity Commission. This can include reviewing the charity’s governing document, advising trustees on their responsibilities, helping to ensure charitable assets are dealt with correctly and addressing outstanding contracts, liabilities or other legal issues.

We understand that closing a charity can be an emotional decision, particularly when trustees have spent years building an organisation and supporting its beneficiaries. Our role is to make the process as straightforward as possible, while ensuring that the charity’s affairs are dealt with responsibly and that trustees have confidence they are meeting their obligations.

Whether your charity is closing because its objectives have been achieved, it is no longer financially sustainable, or circumstances have changed, we can provide tailored advice on the most appropriate way forward.

If you are considering closing your charity, we can help you understand the process, protect its assets and bring its affairs to an orderly and properly managed conclusion.

 

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‘Ben provided me with excellent advice and dealt with my matter swiftly and efficiently.’

Ben Bourne

Director and Solicitor

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Who Can Help?

Ben Bourne – Director and Solicitor

Ben Bourne is an experienced solicitor who advises hundreds of charities on dissolution, mergers, governance, and property matters. He is a member of the Charity Law Association and has extensive experience guiding trustees through complex, high-stakes closures.

Our team provides hands-on, practical support, helping trustees and leadership teams complete the dissolution process efficiently and confidently.

Why choose Ellis-Fermor & Negus?

Experienced Charity Clerk support for trustees and Boards

Expertise across local, regional, and national charities

Clear, practical governance and compliance advice

Proportionate, cost-effective service models

A consistent, reliable point of contact

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Reviews, what our clients are saying…

I had no difficulty understanding what was needed to successfully reach the end goal. I was advised throughout the process what steps I needed to take. The information was relayed clearly and in a friendly way which is what I needed during a period of uncertainty. Thank you to Ben and Eliza especially.

Really quick response from my initial query on the website, which was appreciated. Everything was actioned quickly with not prompting or reminders required. Really impressed with my first experience of E-F&N and Ben.

Charity Dissolution – Frequently Asked Questions

Charities may choose or need to dissolve for a variety of reasons, including:

  • Financial pressures or unsustainable operations – limited income or funding changes.
  • Completion of the charity’s original purpose – when objectives have been fulfilled.
  • Overlapping activities with other organisations – avoiding duplication of services.
  • Strategic restructuring or mergers – when combining with another charity is a better option.
  • Governance or trustee succession challenges – difficulty in maintaining active trustees.

Dissolution should always be approached thoughtfully to protect beneficiaries and preserve charitable assets. Early legal guidance ensures compliance and minimises risk for trustees and stakeholders.

We provide end-to-end legal support for charity dissolutions, ensuring trustees can act confidently and in line with their duties. Our services include:

  • Strategic advice on whether dissolution, merger, or transfer of assets is appropriate.
  • Trustee decision-making support, ensuring compliance with governing documents and charity law duties.
  • Preparing resolutions and documentation required for formal winding up.
  • Asset transfers to other charities or charitable purposes, including restricted or designated funds.
  • Employment and pensions advice, including TUPE, redundancies, and staff consultation.
  • Property and contractual matters, including leases, service agreements, and funding contracts.
  • Regulatory guidance, including Charity Commission notifications and formal approvals.
  • Final reporting and compliance, including safeguarding records and ensuring lawful closure.

Our advice balances regulatory compliance with practical, mission-focused outcomes, helping trustees make informed decisions and protect the charity’s legacy.

Dissolution often requires engagement with the Charity Commission or other regulators. We guide trustees through:

  • Determining whether formal consent or notification is required.
  • Preparing applications and supporting documentation for regulator approval.
  • Ensuring charitable assets are applied appropriately, in line with legal and ethical requirements.
  • Managing communications with funders, beneficiaries, and other stakeholders.

We help trustees demonstrate that they have acted responsibly, transparently, and in the best interests of the charity and its beneficiaries. Early legal advice often reduces delays and risk during the regulatory process.

Dissolution may be appropriate when the charity’s purpose has been fulfilled, it is financially unsustainable, or merging with another charity is not suitable. Trustees must always consider beneficiary interests and legal obligations.

In most cases, yes. Approval or notification is required where:

  • Assets are restricted or permanently endowed.
  • Changes to the charity’s purposes are necessary.
  • Property or contracts are involved.

Employees may be made redundant or transferred under TUPE. Trustees must follow employment law, consult with staff, and comply with contractual obligations.

Assets must be applied for charitable purposes, either by transferring to other charities or using them in line with governing documents. The Charity Commission may need to approve these transfers.

Trustees should document all decisions, approvals, and communications, including board resolutions, asset transfer details, and regulatory filings. Good documentation reduces personal liability and ensures transparency.

Once formal closure is approved by the Charity Commission and assets are transferred, reversal is generally not possible. Trustees should carefully consider options and take early legal advice.

Legal advice should be sought as soon as trustees consider winding up. Early advice ensures:

  • Compliance with governing documents and law.
  • Efficient planning of asset transfers and staff matters.
  • Proper communication with funders, beneficiaries, and regulators.
  • Get expert advice on charity dissolution

Contact Us

If your charity is considering dissolution, winding up, or strategic closure, Ellis-Fermor & Negus can provide comprehensive, practical, and legally robust advice.

• Phone: 0115 922 1591

• Email: ben.bourne@ellis-fermor.co.uk

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