Guidance

Charitable companies: changing your governing document

Updated 7 March 2024

Applies to England and Wales

• Publication for Northern Ireland
• Publication for Scotland

Follow different rules for changing your charity’s governing document if it is a:

• Charitable Incorporated Organisation (CIO)
• trust or unincorporated association
• Royal Charter charity
• charity governed by an Act of Parliament

If your charity is a company, its governing document is its memorandum and articles of association. You can only make changes to your charity’s articles.

You should regularly review your governing document and keep it up to date. This will help to make sure your charity works well now and in the future.

You can amend your governing document, but you must:

• only make changes that are in the best interests of your charity
• follow the right rules to make your changes
• have received Charity Commission authority before certain changes can take effect

You should also:

• keep a record of any information or evidence you have used to make your decision
• if appropriate, consult your charity’s members, beneficiaries and other stakeholders about the change you are making

Use our decision-making guidance to help you to make decisions in a way that complies with your trustee duties. This will also help you to:

• explain your reasons for all changes you make to your governing document
• show that you have acted properly

You must tell Companies House and the Charity Commission about all changes you make to your governing document.

This guidance is not about changing the type of legal form that a charity takes. For example, from a company to a Charitable Incorporated Organisation (CIO). If you want to change your charity’s legal form, read our guidance about changing your charity’s structure.

The rules in the main part of this guidance do not apply to permanent endowment, designated land or special trusts. For example, a building which must be used as a school or investments where only the income can be spent.

Your charitable company may be the trustee of permanent endowment, designated land or special trusts. It is expected that your charity will hold such assets on trust.

The assets will have a different governing document to your charity’s articles.

Follow different rules to change how your charity can use these assets.

Changing your charity’s governing document

All charitable companies have a power of amendment that comes from company law to make changes to their governing document.

Whenever you use the power of amendment, you must make sure that you use the power correctly. This means understanding the rules set out in law. It also means checking your governing document to see if it includes any extra rules you need to follow. You must follow any conditions or steps your governing document sets out.

For example, it may say that the change you want to make must be authorised by:

• the Charity Commission
• your charity’s founder
• a higher than usual percentage of your charity’s members

When using the power of amendment, you must make decisions that are in the charity’s best interests.

Use our decision-making guidance to help you.

Changes you can make without the Charity Commission’s authority

You can make most changes to your governing document without Charity Commission authority.

For example, changing how your charity:

• appoints trustees
• admits members
• communicates with its members
• arranges and runs meetings

Changes that the Charity Commission must authorise

You must ask for Commission authority if your amendment will:

• change your charity’s purposes
• allow trustees, members, and people or organisations connected to them to benefit from your charity
• change what happens to your charity’s money or property if you decide voluntarily to close it

These changes are called ‘regulated alterations’, and more information about each of them is included below.

You should ask for Commission authority before you agree regulated alterations with your charity’s members.

You must have Commission authority before these changes can take effect.

Changing your charity’s purposes

You should keep your charity’s purposes under review to make sure they continue to be an effective way of using your charity’s money and property.

If it becomes clear that, for example, you cannot further your charity’s purposes effectively, cannot further them at all or cannot further them in part, you must take steps to change them.

For example, a charity’s beneficiary group has reduced significantly over time, and each year it has more and more leftover funds. The trustees of the charity must consider changing the charity’s purposes. One option is to widen the number of people the charity can help.

To understand if you must change your purposes, and what changes to make, consider for example:

• if the needs and situation of your charity’s beneficiaries have changed
• if there are new circumstances that affect who your beneficiaries are, or how you define them
• if there are new circumstances that affect how you work with or support your beneficiaries

Your new purposes need to be workable now and in the foreseeable future.

Your new purposes must be charitable.

You must have Charity Commission authority to change your charity’s purposes.

The Commission will only give authority if we are satisfied your new purposes are in the best interests of your charity. The Commission will consider:

• as far as is possible and desirable, whether the new purposes are similar to the original and current purposes of your charity
• the need for the new purposes to be suitable and effective in current social and economic circumstances

You will need to explain to the Commission why you have decided to change your charity’s purposes, including how you considered the two factors above when deciding on your charity’s proposed new purposes.

Keep a record of any information or evidence you have used to make your decision.

Be aware that:

• even small changes to the wording of purposes can affect their meaning and would need Commission authority
• changes to other sections of your governing document can affect your purposes and if they do will need the Commission’s authority. For example, a clause that defines the area where your charity works or who its beneficiaries are

Seek professional advice if you’re unsure about the right steps to follow.

You do not need Commission authority to renumber clauses.

Ask the Commission to authorise a change to your charity’s purposes. The Commission will only give authority if we are satisfied your new purposes are in the best interests of your charity. You will need to explain:

• what your charity’s original purposes were when it was set up (if you know them)
• how the new purposes are similar to the current purposes of your charity, and if not, why
• how the new purposes are suitable and effective in current social and economic circumstances
• the factors you considered when you made your decision
• how the change to purposes is in the best interests of your charity
• how the change will affect your charity’s current beneficiaries
• how you will further the new purposes, including activities your charity will carry out or funding that you have secured
• whether the change may be controversial or of public interest
• how you have consulted (for example, with your beneficiaries) about the change, and taken into account the feedback you received
• how you have managed conflicts of interest

Changes that allow benefits to trustees, members, and people or organisations connected to them

The law allows certain payments and benefits to trustees, such as for:

• their reasonable and legitimate expenses
• providing goods and/or services in some circumstances
• trustee indemnity insurance

If your governing document has a clause that prevents the benefits that are allowed by law, you can amend it to remove the clause.

You do not need the Commission’s authority to do this unless there is a conflict of interest you cannot manage, such as when:

• the only members of your charity are its trustees, or
• there are not enough members who are not also trustees to vote on the change

You must have Commission authority to make changes to your governing document that would allow benefits other than the above to trustees, members and people or organisations connected to them (‘connected persons’).

For example, to add a new or amend an existing clause that allows your charity to:

• pay a trustee for doing their trustee role
• employ a trustee, member or connected person
• pay (or increase) interest to a trustee on a loan they provide to the charity

It is possible to add or amend a clause that says a benefit would only be allowed with the Commission’s authority. You must have the Commission’s authority to add or amend this type of clause.

It is also possible to add or amend a clause that allows benefits to people or organisations that do not fall in the category of ‘connected persons’ as defined in charity law. You will need the Commission’s authority if, when you decide to make these changes, there is a conflict of interest that you cannot manage.

Seek professional advice if you’re unsure about the right steps to follow or if you’re unsure whether someone is a connected person.

Be aware that some charities must report payments to trustees, members, and people or organisations connected to them in their accounts and annual return, which becomes publicly available information.

Before you make changes, you should read our guidance about:

• trustee payments and benefits
• conflicts of interest

Ask the Commission to authorise these types of changes. The Commission will only give authority if we are satisfied it is in the best interests of your charity. You will need to explain why you are making the change, including:

• what your governing document currently says about benefits
• the factors you considered when you made your decision
• how you have managed the conflict of interest

Changing what happens to your charity’s property when it closes

Most governing documents set out what must happen to a charity’s money or property if you decide voluntarily to close it. This is called a ‘winding-up’ or ‘dissolution’ clause.

You must ask for Commission authority to change what the dissolution clause in your governing document says about how you can use your charity’s money or property in these circumstances.

Different rules may apply if you are considering whether you may need to close your charity because it is in financial difficulty.

Usually, the clause will say that before dissolving you must give your charity’s money or property to charities with the same or similar purposes.

You must have Commission authority to add a new clause or remove or amend an existing clause that, for example:

• allows charities with different purposes to receive your charity’s money or property on dissolution
• changes the charities that are currently named in the clause as being entitled to receive your charity’s money or property on dissolution

In some cases, adding or amending a power to merge with another charity may be a regulated alteration to the dissolution clause. Where this is the case, you will need the Commission’s authority.

You do not need Commission authority to add a clause (where your governing document currently does not have one) that says your charity’s money or property will only be used for its purposes on dissolution.

Seek professional advice if you’re unsure about the right steps to follow.

Ask the Commission to authorise a change to your charity’s dissolution clause. The Commission will only give authority if we are satisfied it is in the best interests of your charity. You will need to explain why you are making the change, including the factors you considered when you made your decision.

Public notice

We ask you to tell the Charity Commission if you think your planned regulated alteration may be controversial or of public interest. In certain circumstances, the Commission can ask you to give public notice of your changes. We can also choose to do this ourselves.

How to make changes

Passing a special resolution

The trustees will need to decide to put the change to the charity’s members. To do this, pass a resolution by a majority of all your charity’s trustees.

For regulated alterations, you should ask for Commission authority before you agree the change with your charity’s members. This will save you the costs of organising a meeting to vote on a change which the Commission does not authorise.

Then you must ask your charity’s members to pass a special resolution at a general meeting or in writing.

There must still be a separate members’ resolution even if the trustees are the only members of your charity.

You can use our guidance on charity meetings to help you make valid decisions.

For a special resolution to pass, company law requires the agreement of at least 75% of your charity’s members present and voting at a general meeting.

Check if your governing document has rules about how to hold votes as a show of hands and how to hold votes as a poll. This will help you to make your decision properly.

Check if your governing document sets out a higher percentage of members who need to vote to make the change. You must follow the rules in your governing document.

To pass a special resolution in writing, you must send a written special resolution to all the members who have the right to vote. Include a statement that says:

• how your members can sign the resolution to approve it
• the date by which the resolution must be passed

For a special written resolution to pass, company law requires at least 75% of your charity’s members to sign the resolution by the date it must be passed.

Seek professional advice or read Companies House guidance if you’re unsure about the right steps to follow.

Send your signed and dated special resolution to the Commission. Your special resolution should include the following:

• your charity’s name and registration number
• the exact wording of any clause you have amended
• the exact wording of any new clause you have added
• the date and type of meeting (such as general or extraordinary meeting) where you passed the special resolution, or the date the written special resolution was passed
• if passed at a members’ meeting, confirmation that the meeting had the quorum required to make valid decisions
• for regulated alterations, confirmation that you have the Commission’s authority
• a statement that you have followed any extra conditions set out in your governing document

You can use our model company governing documents to help you to write your new clause.

Who to tell about changes

You must send the following documents to Companies House within 15 days of passing your special resolution:

• a copy of the signed and dated special resolution
• an updated copy of your amended governing document
• a copy of the Commission’s written authority for regulated alterations

Check Companies House guidance for information on further documents you may need to include.

If your charity is registered with the Commission, you must tell us about all changes you make, including a copy of the signed and dated special resolution, containing all the information listed in the previous section.

This is so we can keep your charity’s entry on the register of charities up to date.

When changes take effect

Changes that do not need Charity Commission authority

These changes take effect on either:

• the day your charity’s members pass the special resolution, or
• a later date you set out in the special resolution

You may choose a later date so your change takes effect at the same time as another event, such as the end of the financial year.

Changes that need Charity Commission authority

You must have Commission authority before regulated alterations can take effect.

Regulated alterations take effect on either:

• the day your charity’s members pass the special resolution, or
• a later date you set out in the special resolution, but this must be after the Commission gives its authority

You should ask for Commission authority before you agree the change with your charity’s members. This will save you the costs of organising a meeting to vote on a change which the Commission does not authorise.

Changes to purposes

Changes to purposes can only take effect on the day the change is registered with Companies House.

You must have the Commission’s authority for the change before you register it with Companies House.

Permanent endowment, designated land and special trusts

Put simply, permanent endowment is property that a charity must keep rather than spend. There are two main types of permanent endowment:

• money or other assets given to your charity for investment. Only the investment income can be spent
• property given to your charity which must be used only for a particular purpose. For example, land or buildings given for use as a school or a recreation ground. This is sometimes called ‘designated land’

Such assets will have a different governing document from your charitable company’s articles.

Special trusts are money or property that your charity must only use for specific purposes that are narrower than your charity’s purposes.

Find out how, as trustee, your charitable company can change how it can use:

• permanent endowment or special trusts
• designated land

To make sure your changes are valid, be clear that you are:

• amending the right governing document
• following the right rules to change how your charitable company can use permanent endowment, designated land or special trusts

Find out more about permanent endowment or designated land.