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Charity Mergers, Restructures & Partnerships

Experts in guiding charities through each phase of the lifecycle, from mergers to governance, restructuring and partnership working.

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Every charity goes through four phases in its lifecycle — set up, growth, maturity, renewal (or rebirth) and decline. 

Knowing and understanding which phase you’re in can make a huge difference to your strategic planning and operations, as the needs of your organisation will develop and change over time. 

During the renewal (or rebirth) phase, we often see trustees decide that it’s in the best interests of the charity to merge with one or more other charities or third-sector organisations. This presents opportunities to expand their operations and the extent of the services they can offer to beneficiaries. In other cases, a merger might be the only way to guarantee the continued provision of vital services in the face of funding cuts and increased costs.

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Legal experts in charity mergers

While the ‘nuts and bolts’ of a charity merger are broadly similar to any corporate merger, the practical considerations that arise differ significantly. The solutions that exist in the corporate world — often, one party throwing more money at the other — aren’t usually suitable solutions for charities.

As the only ‘top tier’ specialist charity law firm in The Legal 500 for the North West of England, our charities team has a combined 50 years of legal experience, including in relation to charity mergers.

Our full-service team can support on all aspects of third-sector mergers. We collaborate across our firm and with your other professional advisers to ensure that you receive fully integrated, comprehensive advice.

This may include: 

  • Employment advice in relation to transfers of staff in compliance with Transfer of Undertakings Protection of Employment Rights (otherwise known as ‘TUPE’ transfers).
  • Commercial advice in relation to novation or assignment of contracts.
  • Property advice in relation to transfers of property interests.
  • Specific charity law issues that may arise, such as:
    • compatibility of charitable purposes of the merging organisations
    • correct handling of restricted funds
    • composition of a post-merger board of trustees
    • protection of legacy income.

We also have experience in advising on the sensitivities that can arise as passionate organisations — committed to their beneficiaries and used to doing things in a particular way — come together as one.

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Governance & restructuring

Most of the charities we act for begin their lives as small organisations with specific goals in mind. Over time, they develop into large organisations that provide contractual services, employ extensive teams of people and operate in highly regulated and complex environments.

While a well-prepared governing document will allow for growth, various factors might result in the need for a restructure. This can ensure that the charity — as well as its trustees, staff and beneficiaries — are afforded additional protections against the various risks that growth and development can bring.

For example, a charity that began its life seeking to relieve the consequences of poverty in a particular area might find itself presented with opportunities to address its root causes on a national scale in a manner that leads to the introduction of new services and significant funding streams. 

The establishment of a group structure is a common solution through which risks can be mitigated. While this inevitably introduces a degree of governance and administrative complexity, our specialist team can work with you and your other professional advisers to provide the necessary support. This may include setting up wholly-owned subsidiaries and other group entities, as well as advising on the best possible structure to incorporate such organisations (including dealing with any necessary company law and charity law documentation). 

We also provide specialist expertise to ensure that the day-to-day running and operations of your group organisations are in-line with charity law, best practice and the Charity Governance Code as far as possible. We’ll work collaboratively with your tax advisers to ensure that your charity can make best use of the wide tax advantages that are available to charities and their group structures.

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Partnership working

An increasingly common approach that charities adopt to widen their reach and increase their impact is collaborative working (or partnership working).

This can take many forms with varying degrees of complexity and formality. For some, a shared vision combined with an informal agreement that addresses the core aspects of implementation can be sufficient. For others, a more extensive contractual relationship might be necessary to allocate costs, share staff and other resources and determine each party’s obligations.

Certain partnerships might also warrant the development of a joint venture vehicle, in which a partnership is effectively housed and through which the partnership’s activities are developed.

We can support your organisation with its partnership working, helping you and your partners to achieve your shared goals. We recognise the critical role we play in identifying any legal and commercial issues or risks as your charity joins with others. That’s why we provide specialist guidance to ensure any such issues or risks can be properly understood, managed and mitigated. Whether you’re dealing with easily quantifiable financial risks or undefinable reputational risks, we help you to act in accordance with your trustee duties and responsibilities, which can be wide and varied depending on your activities and operations.

Meet our team

Graeme hughes

Graeme Hughes

Partner, Head of Charities, Not-for-Profits and Social Enterprises

Imogen Trafford 1

Imogen Trafford

Associate

Ciara Lawlor

Ciara Lawlor

Graduate Solicitor Apprentice

Brabners has real expertise in charities and dealing with the Charity Commission. This is quite rare to find. Establishing a charitable publisher is hard, because there isn’t a clear line between what is charitable and what isn’t. Brabners did this successfully. Its fees are affordable by the sector.

Client feedback, The Legal 500, 2024

Graeme Hughes competently advises on charity law, governance and regulatory issues, as well as overseeing matters requiring insights from his corporate, property and employment colleagues.

The Legal 500, 2024

We have valued the long-term relationship with [Brabners]… [its] understanding of our company structure — and the market, regulation and jurisdiction in which we operate — supports the delivery of exceptional advice. Graeme Hughes and Imogen Trafford provide outstanding support around charity law.

Client feedback, The Legal 500, 2024

[Brabners] is interested in knowing your business and understanding the culture and nature of what you do. This leads to bespoke solutions… not simply ‘off the shelf’ advice that you may get from any firm.

Client feedback, The Legal 500, 2024

Ex-Charity Commission lawyer and Charity Tribunal Judge Stephen Claus continues to influence departmental and client decisions through his role as a consultant.

The Legal 500, 2024

The ‘outstanding’ Imogen Trafford is highly active on mandates concerning the registering, merging and dissolving of charities.

The Legal 500, 2024

Charity merger FAQs

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