A voluntary or unincorporated association is a group of people who have decided to work together to accomplish a common agreed non-commercial purpose, such as a club, society, local group or community association. A voluntary association is the simplest form of legal structure and is often appropriate for small scale activities which do not involve leasing premises or employing staff.
This structure is not regulated by an external regulator or subject to specific legislation, although some case law does exist. If it is charitable it will be subject to charity law and regulated by OSCR.
If you are considering this structure and are planning to apply for charitable status, why not consider setting up as a Scottish Charitable Incorporated Organisation? This is a corporate body which provides limited liability for its members and is suitable for organisations that want to become charities, but do not want or need the complex structure of company law.
|Little/no set up costs, least bureaucratic.||Does not have a separate legal personality so ownership of assets lies with individuals acting on its behalf, usually office bearers/management committee.|
|Relatively cheap and easy to run.||Leases/formal contracts have to be entered into in names of office bearers. This can cause technical difficulties where there are changes in the people holding these offices.|
|No formal registration requirements unless a charity, which will be accountable to OSCR.||Legal proceedings cannot be taken by the organisation but only by individuals representing it. Similarly, legal proceedings would be taken out against individuals rather than the organisation.|
|No detailed statutory procedures to be followed in relation to members’ meetings, etc.||Management committee could be personally liable for debts if the organisation were unable to meet its debts and liabilities out of its own resources.|
|No requirement to notify any public register of the people serving on the management committee, unless a charity.||Because it is a more informal structure, may be seen as “less professional” in the eyes of potential funders.|
|No annual return to file with any public register, unless a charity.|
|Can be a less intimidating structure for those considering whether to join as members or stand for election to the management committee.|
How is it governed?
A voluntary association is governed according to its own rules, but if a charity, the constitution must be approved by OSCR.
It can be fairly informal, and is not legally required to have a written governing document or constitution. But it is good practice to have one and a prerequisite if a registered charity. A constitution should set out the organisation’s aims and objectives, who can join, etc.
You may choose to set up a voluntary association and register as a Scottish charity if the association meets the criteria for being a charity. Equally, you can set up a voluntary association without seeking charitable status.
Does it have a legal status, distinct from those who run it?
No. Some or all of charity trustees must undertake transactions on behalf of the body. Title to land and buildings must be held in the name of one or more individuals on behalf of the charity. Charity trustees may have personal liability for the charity’s actions and unlimited liability when it is wound up. This element of risk should be considered very seriously.
Find detailed information on how to write a constitution for a voluntary association, with model constitution and clause by clause guidance.