Guidance

Trusts: changing your governing document

Updated 25 June 2026

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 company
• Charitable Incorporated Organisation (CIO)
• Unincorporated association
• Royal Charter charity

If your charity is governed by an Act of Parliament, contact us.

If your charity is an exempt charity, contact your principal regulator.

A trust’s governing document is usually a trust deed. It can also be a will, conveyance or a scheme made by the Charity Commission.

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 Commission authority before certain changes can take effect
• manage any conflicts of interest

You should:

• keep a record of any information or evidence used to make the decision
• if appropriate, consult your charity’s beneficiaries and other stakeholders as part of your decision-making

You must comply with your trustee duties when making decisions. This will help you to:

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

You must tell the Commission about all changes made to your governing document.

This guidance is not about changing the type of legal form that a charity takes. For example, from a trust 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.

If, having read this guidance, you are unsure about how to make changes to your charity’s governing document, get professional advice.

Check if your charity has permanent endowment, designated land or special trusts. More details on each of these is set out in this guidance.

For example, a building which must be used as a school or investments where only the income can be spent.

Check if these assets are included in your charity’s governing document or have a different governing document that says how your charity must use them.

Make sure you understand which governing document you are changing.

1. The powers you can use

You need to understand the powers you can use to change your governing document. You will use either:

• a power that comes from charity law. In this guidance we call this ‘the statutory power’
• a ‘power of amendment’ set out in a clause in your governing document

Be clear about which power you can use and when. This will help you to follow the right rules.

Whenever you use either power, you must make sure that:

• you use the power correctly
• you make decisions that are in the charity’s best interests

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

1.1 Using the statutory power

All trusts have a statutory power to make changes to their governing document.

If you use the statutory power, certain changes need Charity Commission authority before they can take effect. These are called ‘regulated alterations’, and more information about each of them is set out below.

You can also use the statutory power to make other changes to your governing document without Commission authority. For example, changing how your charity:

• appoints trustees (unless the change affects the rights of third parties – see section 2.6 )
• arranges and runs meetings

1.2 Using a power of amendment in your governing document

Before you make your changes, check your governing document to see if it includes a power of amendment.

If you do have a power of amendment, you can choose whether to use this power or the statutory power to make the change.

If you wish to use a power of amendment in your governing document, ensure that you:

• check that it covers the change you want to make
• follow any conditions or steps that it sets out

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

• the Charity Commission
• a higher than usual percentage of your charity’s trustees
• the local community
• a third party, such as your charity’s founder
• a religious authority

If you need Charity Commission authority, we will ask you to show that you complied with your trustee duties when you made the decision to use the power.  

A power of amendment in your governing document may allow you to make changes that are ‘regulated alterations’ without the Commission’s authority as explained above.

However, you will need the Commission to authorise any change where the trustees have a conflict of interest that they cannot manage.

A power of amendment in your governing document must also specifically refer to purposes for you to use it to change your charity’s purposes.

2. Changes the Charity Commission must authorise

If you use the statutory power to amend your governing document, you must ask for Commission authority to:

• change your charity’s purposes
• allow trustees 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
• change restrictions that make property permanent endowment
• make a change that will affect the rights of third parties
• make a change that would have required the consent of a third party had you made it using a power of amendment in your governing document
• add a power to your governing document to enable you to make any of these regulated alterations without Commission authority

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

If you use the statutory power to make these regulated alterations, you must have Commission authority before they take effect.

Other changes that are not ‘regulated alterations’ may also require Commission authority, such as those involving conflicts of interest that you cannot manage.

2.1 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 use your charity’s property to further your charity’s purposes effectively, at all or 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 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 and for the public benefit.

You must have Commission authority if you use the statutory power 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:

• the charity’s original purposes
• the similarity between the charity’s current purposes and the proposed new as far as is possible and desirable
• 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 factors above when deciding on your charity’s proposed new purposes.

Keep a record of any information or evidence you have used to make the 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

You do not need Commission authority to renumber clauses.

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

Ask the Commission to authorise a change to your charity’s purposes.

2.2 Changing the purposes of designated land

Designated land is land that must be used for a particular purpose according to the document which explains how the land must be used.

Your charity’s governing document may set out the rules about how you can use designated land. Or the land may be held on a separate trust to be used in the way described and have its own governing document.

You must ask for Commission authority if you use the statutory power to:

• change how your charity can use designated land
• sell or lease designated land in some circumstances

This is because these are changes to the designated land’s charitable purposes.

You cannot usually use a power of amendment in your governing document to change how you can use designated land. Use the guidance in section 2.1 if you want to change the purposes of designated land.

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

These changes fall into two categories: ‘non-regulated alterations’ and ‘regulated alterations’.

Non-regulated alterations

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

• 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 as this is not a regulated alteration. However, you will need the Charity Commission’s authority to do this as the trustees will face a conflict of interest.

You can add or amend a clause that says a benefit would only be allowed with the Commission’s authority. You do not need Commission authority to make this change. However, you must then get the Commission’s authority every time you want to provide a benefit under this clause.

Regulated alterations

It is a regulated alteration to use the statutory power to introduce benefits other than those allowed in law (such as the above) to trustees and people or organisations connected to them.

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 or connected person
• pay (or increase) interest to a trustee on a loan they provide to the charity

Section 280B(3) of the Charities Act 2011 defines who is a ‘connected person’. It includes certain people or organisations closely connected to a trustee such as:

• a child, parent, grandchild, grandparent, brother or sister of a trustee
• a spouse or civil partner of a trustee or of a relative listed above
• a business partner of a trustee or of a relative listed above
• organisations in which the trustee or any of the above have a controlling or substantial interest

Check the section 280B (3) list or get legal advice if you are unsure if a person or organisation is a connected person under the law.

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

• trustee payments and benefits, which includes when some payments to trustees for goods and services are allowed
• conflicts of interest

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

Ask the Commission to authorise these types of changes.

2.4 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 use the statutory power 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.

Read our guidance about managing a charity’s finances if you are closing 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 if you use the statutory power 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.

If you add a new or amend an existing dissolution clause in your charity’s governing document, you cannot use it to dispose of any permanent endowment or designated land that your charity has.

If you want to wind up your charity but it holds designated land or permanent endowment, then you will need to deal with these assets first.

You will need to consider the above guidance on changing the purposes of designated land or on spending permanent endowment.

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

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.

Ask the Commission to authorise a change to your charity’s dissolution clause.

2.5 Changing how you can use permanent endowment and special trusts

Put simply, permanent endowment is property that your charity must keep rather than spend. For example, money or other assets given to your charity for investment. Only the investment income can be spent.

Your charity’s governing document may set out the rules about how you can use permanent endowment. Or the property may be held on separate trust and have its own governing document. Be clear about which governing document you are changing so that your changes are valid.

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

If you want to change the purposes of permanent endowment or special trusts, use the guidance set out above about changing purposes and apply for the Commission’s authority.

You can also use the statutory power to change what the governing document says about a restriction that makes property permanent endowment. This is a regulated alteration, and you must ask for Commission authority.

Find out more about permanent endowment.

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.

Ask the Commission to authorise a change to restrictions that make property permanent endowment.

2.6 Changing third-party rights

You must ask for Commission authority if you use the statutory power to change the rights of people or organisations (third parties) who:

• are named in your governing document, or
• hold a position in the charity (other than trustee or member) that is set out in your governing document

For example, a right to:

• be a trustee, such as where a bishop has the right to be a trustee of a diocesan charity
• nominate trustees, such as where a parish council has the right to nominate trustees to a village hall charity
• approve changes to governing documents before you can make them (your charity’s founder may have this right)

However, you do not need Commission authority to change third-party rights if the third party has:

• agreed to the change
• died (if the third party is named in the governing document as a specific individual)
• ceased to exist (if an organisation)

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:

• which clause you have changed
• who the third party is
• what the third-party rights are and how they are being amended or removed
• if a third party has the right to consent to changes to the clause you want to amend or remove
• whether the third party knows about the change and has given their consent for you to make it. If you have not contacted the third party, or they have not given their consent for the change, you will need to explain why
• if the third party has died (if a person) or ceased to exist (if an organisation)
• if the third party is a person, their contact details, such as an email address

Ask the Commission to authorise a change to third-party rights.

2.7 A third party’s right to consent to your changes: when to ask the Charity Commission for authority

A power of amendment in your governing document may give a third party the right to consent to your changes.

If this is the case, and you use the power of amendment in your governing document to make your change, you must ask the third party for their consent.

If you choose to use the statutory power to make the change instead, and the third party either does not or cannot give their consent, this is a regulated alteration and so will need the Commission’s authority.

2.8 Adding a new (or amending an existing) power of amendment

You must ask for Commission authority if you use the statutory power to introduce a new power of amendment, or change an existing one, that will enable your charity to make regulated alterations – such as change its purposes – without the Commission’s authority.

The Commission will only give authority if we are satisfied it is in the best interests of your charity.

2.9 Public notice or consultation

You should tell us if you think your planned regulated alteration may be controversial or of public interest.

You should, in certain circumstances, carry out a consultation with your stakeholders before making your decision (and before applying for our authority). For example:

• changes to your charity’s purpose, unless they are very minor and
• any significant changes, such as those that could affect your charity’s beneficiaries

The trustees should decide what form of consultation is appropriate. This will depend on the proposed change, its impact (for example on beneficiaries) and the charity’s size.

In certain circumstances, before the Commission gives its authority, we can ask you to give public notice of your changes. We will agree with you the appropriate method of giving notice to enable those affected to know about the proposed changes.

We can also choose to give public notice ourselves.

3. How to make changes

3.1 Using the statutory power

You must pass a resolution by at least 75% of all your charity’s trustees to make the change.

You will need to do this in a meeting unless your governing document allows you to make decisions in a different way.

3.2 Using a power of amendment in your governing document

You must:

• follow rules in your governing document about when and how you can use the power. For example, some trust charities must amend their governing document by deed
• check if other people or organisations are required to vote on changes, such as beneficiaries or residents in the local area

Check your governing document for rules about how you call meetings and hold votes. This will help you to make sure that your resolution is valid. 

Your governing document may also allow you to pass a written resolution.

4. Tell the Charity Commission about any changes

You must send your agreed resolution and deed (if required) to the Commission.

You will need to provide 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 of the meeting where you passed the resolution
• which power you used: the statutory power or a power of amendment in your governing document
• if passed at a meeting, confirmation that the meeting had the quorum required to make valid decisions
• if passed in another way allowed by the power you used to make the change, details about how the resolution was passed (such as in writing)
• for changes that need authority from the Commission or consent from a third party, confirmation that you have the required authority or consent
• a statement that you have followed any extra conditions set out in your governing document

Do this as quickly as possible so we can keep your charity’s entry on the register of charities up to date. Some governing documents will state that you must tell the Commission within a set time period.

Tell the Commission about all changes.

If your charity is an unregistered charity, special trust or linked charity you will have to contact us separately.

5. When changes take effect

Your change may not take effect on the day you pass your resolution.

Use the information in this section to help you work out when your change takes effect.

5.1 Changes that need Charity Commission authority

If you use the statutory power to make a regulated alteration, your change takes effect on the day that you have both:

• the Commission’s authority, and
• passed a resolution of your trustees

The change can also take effect on a later date you set out in the resolution, but this must be on or after the date the Commission gives its authority.

If a power of amendment in your governing document says you must ask for Commission authority to make your change, it takes effect on the day that you have both:

• the Commission’s authority, and
• passed a resolution of your trustees

The change can also take effect on a later date you set out in the resolution, but this must be on or after the date the Commission gives its authority.

5.2 Changes that do not need Charity Commission authority

These changes take effect on the day you pass a resolution of your trustees.

The change can also take effect on a later date you set out in the 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.

6. Summary

This summary sets out the key steps. Don’t just rely on this summary. Make sure you read the guidance.

Step 1. Understand the change you want to make and why

Step 2.  Check if you should consult with your charity’s stakeholders before making the change

Step 3. Decide whether to make the change – keep a clear record of why you make your decision

Step 4. Choose whether you will use the statutory power or a power in your charity’s governing document to make the change

Step 5. Check if there is a conflict of interest you must manage

Step 6. If using the statutory power:

1. check if you are making a regulated alteration
2. pass a trustees’ resolution
3. get Charity Commission authority if you are making a regulated alteration or because you face a conflict of interest you cannot manage (note, the Commission may require you to give public notice of the change)

Or: if using a power of amendment in the governing document:

1. check the power allows you to make the change
2. make the change by following the rules in the governing document
3. get Commission authority if your governing document says you must or because you face a conflict of interest you cannot manage

Step 7. Tell the Commission. Send the required information as soon as possible, or by any date set in the governing document

Step 8. Understand when the change comes into effect. This is not always the date of your trustees’ resolution