It is proposed that Blairlogie Community and Heritage Trust should change its constitution from a Charity backed by a Limited Company to a Scottish Charitable Incorporated Organisation. This proposal has the unanimous support of the Board of Trustees.
The Present Situation
BCHT currently is a charity backed by a limited company.
The combination means that BCHT must report to two regulators, the Scottish Charity Regulator (OSCR) and Companies House. Thus, the trustees are also directors of the BCHT company.
Reporting to Companies House requires that BCHT has fully accrued accounts and these must be audited by a chartered accountant.
Why Change?
The Auditor has made a strong recommendation that BCHT makes this change as a SCIO is much more appropriate to a small charity such as BCHT. A SCIO only reports to OSCR and the accounts can be audited by any responsible person. The accounts can be in the simple receipts and payments format and there is no requirement for them to be audited by a chartered accountant. This will result in an annual saving of £360.
The accounts required by Companies House are more onerous and require a supplementary account summary.
Companies House also requires a confirmation statement during the year and that we keep a record of who the Directors are with them. As of the 18th November 2025 they will introduce a new requirement where all directors must individually register with Companies House and fill in a questionnaire on their financial status and business activities.
As a SCIO the trustees have no personal legal liability as the SCIO is a legal entity in its own right.
A SCIO is independent of Companies House so it is less time consuming to maintain as it does not have to comply with company annual accounting requirements and management of the public record in addition to the OSCR regime.
Changing to a SCIO will not affect our charitable status or our ability to apply for grants.
The current BCHT constitution is complex so there is an opportunity to change it to a simpler and more easily understood document.
The Change Process
Stage 1 will be to set up the new SCIO organisation and to appoint the new trustees. This will require an application for approval from OSCR and submission of the new constitution. A draft constitution is in preparation.
The SCIO will be a two-level organisation with ordinary members and with trustees appointed from the members.
Stage 2 will be the transfer of assets of BCHT. Transfer of the funds held in the bank account will be a simple matter. The Reading Room and the Blairlogie lanes are in the ownership of BCHT so the transfer will require a legal conveyance process. A solicitor will be engaged for this.
Stage 3 will be to confirm the appointment of the trustees at an inaugural General Meeting.
Angus Annan
For full details about SCIOs, please see SCIOs: A Guide on the OSCR website.