Certification Officer
Who this guidance is for
This guidance sets out the legal procedures for merging trade unions and employers associations, as covered by the:
- Trade Union and Labour Relations (Consolidation) Act 1992
- Trade Unions and Employers Associations (Amalgamations, etc.) Regulations 1975
This guidance is for trade unions. If you are an employers association, and want to merge with another employers association, contact the COs team:
Tel: 0330 109 3602
e-mail: info@certoffice.org
The law makes a distinction between 2 types of mergers: transfers of engagement and amalgamations.
In a transfer of engagement:
- a trade union transfers its membership, property, funds and other engagements directly to another trade union
- the transferring trade union ceases to exist, and the receiving trade union continues
In an amalgamation:
- 2 or more trade unions simultaneously merge membership, property, funds and other engagements
- the amalgamating trade unions cease to exist, and a new trade union is created
As this guidance does not constitute legal advice, you should also seek independent legal advice if you plan a trade union merger.
Trade unions in Northern Ireland
If your trade union is on the list of trade unions held by the CO and the Northern Ireland CO, you should contact either office for advice.
Any trade union that plans to merge with a trade union outside the UK should contact the CO as soon as possible.
Email: info@certoffice.org
Telephone: 0330 109 3602
Procedure for transfers of engagements
Inform the CO as soon as the trade union is ready to take practical steps towards a transfer of engagement. This is particularly important if either trade union has a political fund, as it will need to consider any implications for the fund as early as possible.
1. Agree the terms of transfer
The transferring and receiving trade unions must agree the terms of the transfer before beginning the formal transfer of engagements.
2. Draft an instrument of transfer
The instrument of transfer sets out the terms of the transfer, as agreed by the trade unions.
Download
3. Draft a notice to members
A majority of the members of the transferring trade union must vote in favour of a transfer of engagement. The receiving union does not need to conduct a vote or consultation.
The transferring trade union must give notice of the proposed transfer to its members. The notice must include sufficient information to enable its members to form a judgement of the effects of the proposed merger.
The notice must do one of the following:
- include the full instrument of transfer within the notice
- include enough of the instrument of transfer to enable members to form a judgement, and tell them where they can see a full version
In practice, the first option is usually easier.
The notice must also state when voting will begin and end. There is no minimum period for voting. The voting period will depend on the voting arrangements you make. All members of the transferring trade union are entitled to vote.
Download
The union can include other information in the notice but must not make any recommendations or express an opinion about the proposed transfer.
<###4. Apply to the CO for informal approval
At least 9 weeks before the date of the vote, the transferring union should apply to the CO for informal approval of the transfer.
The transferring trade union should send to the CO:
- the draft instrument of transfer
- the draft notice to members
- the current rules of the transferring union
Email your documents to info@certoffice.org
The CO will give informal approval of these documents if she is satisfied that the trade union has met the legal requirements. Her team will also provide forms CO6 and CO7 to apply for formal approval at a later date.
5. Appoint an independent scrutineer
The transferring trade union must appoint:
- an independent scrutineer to supervise a postal ballot
- an independent person to store, distribute and count the votes
These can be the same person.
The transferring trade union should ensure that the competence and independence of anybody it appoints cannot reasonably be called into question.
The transferring trade union must also send the name of the scrutineer direct to members or use its usual method of drawing members attention to matters of general interest before the scrutineer begins to carry out its functions.
The legal duties of the scrutineer and independent person are set out in the Trade Union and Labour Relations (Consolidation) Act 1992.
See legal requirements for the scrutineer on legislation.gov.uk.
See legal requirements for the independent person on legislation.gov.uk.
6. Apply to the CO for formal approval
The transferring trade union must send to the CO:
- forms CO6 and CO7 signed by the general secretary of the transferring union
- a copy of the Instrument of Transfer, signed by 3 members of the executive and the general secretaries of both trade unions
- a copy of the notice to members
- the rulebook for each trade union involved in the transfer of engagement
Email your documents to info@certoffice.org
After approval, the CO will return an approved copy of the instrument of transfer and notice to members. Her team will also send you forms CO10, CO11 and CO12 to register the instrument of transfer at a later date.
7. Issue the notice to members
The transferring trade union must send the notice to all members.
8. Hold a ballot
The transferring trade union must hold a ballot to get members approval for a resolution approving the instrument of transfer.
Only members of the transferring trade union get a vote.
A simple majority of votes is sufficient to pass a resolution, unless the transferring trade unions rules require a greater majority, or a specified proportion of the members of the union.
Every person who is entitled to vote in the ballot must be allowed to vote without interference or constraint.
The only items the transferring union should enclose with the voting paper are:
- the notice to members
- a return addressed envelope
- a document containing instructions for the return of the voting paper
See other legal requirements for voting on legislation.gov.uk.
The result of the ballot must not be published until the transferring union has received the scrutineers report.
See legal requirements for the scrutineers report on legislation.gov.uk.
9. Send members the scrutineers report
The trade union can send the report directly to members or use its usual method of drawing members attention to matters of general interest.
10. Alter the receiving unions rules
The receiving trade union may need to alter its rules so that it can implement the instrument of transfer. This can usually be done by the executive committee making the change as set out in Section 102 of the Trade Union and Labour Relations (Consolidation) Act 1992. Some trade unions may have rules which do not permit this. If that is the case, they must follow the process set out in their rulebook.
Altered rules will not take effect until the instrument of transfer takes effect.
The trade union must:
- explain the effects of the proposed alterations in the instrument of transfer
- satisfy the CO that the receiving unions rules conform with the