Guidance

Royal Charter charities

Published 23 May 2013

1. About this guidance

This guidance is from the Charity Commission with input from the Privy Council Office (PCO).

Royal Charter charities or those seeking Charter status need to involve the commission and/or the PCO to:

  • apply for a Royal Charter
  • make amendments
  • merge with another charity
  • get regulatory advice or authority

The guide explains when and how to approach the commission and PCO to enable them to handle applications efficiently.

Choose the scenario that fits your query from the sections below.

2. Applications for a Royal Charter

2.1 Organisation wishes to apply for a Royal Charter and also to register as a charity – it is not currently a registered charity

Who to contact first

PCO

What to provide

To consider whether your organisation can meet PCO’s criteria for Charter status, see Applying for a Royal Charter.

Please see the commission’s guidance on registering a charity to consider whether your organisation can meet the criteria for charitable status and registration as a charity.

If you believe you can satisfy both sets of criteria, submit the following to PCO:

  • documents as specified on PCO website
  • draft version of the Charter
  • outline proposals (including those related to public benefit)
  • information required to register as a charity – the commission may need additional information to decide upon charitable status
What will happen
  • PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter. Depending on the nature and functions of your organisation PCO may seek advice from a variety of advisers as part of reaching its decision.
  • If PCO considers that your organisation meets the criteria for a Royal Charter it will contact the commission for advice on the charitable status of the proposed body.
  • The commission will respond to the PCO and the PCO will notify you of the next steps you will need to take.
  • If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will not liaise with the commission. It will remain open to you to apply to the commission to register as a charity.
If the applications for a Charter and for charitable status are both approved
  • PCO will confirm to the commission that the Charter has been granted (supplying them with a copy)
  • PCO will advise the trustees that they should make an application to register the charity, if its income exceeds £5,000.

2.2 Unincorporated registered charity wishes to apply for a Royal Charter

Who to contact first

PCO

What to provide

Please see Applying for a Royal Charter to consider whether your organisation can meet PCO’s criteria for Charter status.

If you believe you can satisfy these criteria please submit the documents as specified on the PCO website.

Please also provide a copy of the existing charity’s current governing document and of its latest accounts. If the charity or its trustees administer other linked charities or special trusts please provide a summary of those charities and special trusts, including their respective incomes.

What will happen
  • PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter.
  • If PCO agrees that your organisation meets the criteria for a Royal Charter it will contact the commission to ascertain if the charity is currently subject to a cause for concern to the commission, eg the charity has not complied with its statutory duty to submit an annual report and accounts, or appears to be in financial difficulty.
  • Depending on the nature and functions of your charity PCO may also seek advice from its other advisers concerning the proposal to grant Charter status.
  • The commission will then respond to PCO.
  • If PCO is satisfied, on the basis of advice received from the commission and other advisers, that it is appropriate to offer a Charter, it will notify you of the next steps you will need to take.
  • If the unincorporated registered charity requires advice on dissolution and transfer of its assets and funds to the Charter body, the commission will provide that guidance.

If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will not liaise with the commission.

If the application for a Charter status is approved

See Applying for a Royal Charter for details of key steps to granting of Charter.

When the Charter has been granted, the trustees of the Charter body should apply to the commission to register as a charity. It is important to state in the application that the Charter body will replace the existing charity.

The trustees of the existing charity can start the process of winding up that charity as soon as the Charter body has been established by the granting of the Charter (rather than waiting for its registration to be complete). The process will vary according to the dissolution provisions of the existing charity.

Once all the funds of the charity have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than six months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

The trustees should see the commission’s guidance and, where appropriate, complete the online closure form. The charity can then be removed from the register of charities.

2.3 Charitable company wishes to apply for a Royal Charter

Who to contact first

PCO

What to provide

Please see Applying for a Royal Charter to consider whether your organisation can meet the PCO’s criteria for Charter status. If you believe you can satisfy these criteria please submit the documents as specified on the PCO website.

Please also provide a copy of the existing charity’s current governing document and of its latest statement of account. If the charity or its trustees administer other linked charities or special trusts please provide a summary of those charities and special trusts, including their respective incomes.

What will happen
  • PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter.
  • If PCO agrees that your organisation meets the criteria for a Royal Charter it will contact the commission to ascertain if the charity is currently subject to a cause for concern to the commission eg the charity has not complied with its statutory duty to submit an annual report and accounts, or appears to be in financial difficulty.
  • Depending on the nature and functions of your body, PCO may also seek advice from its other advisers concerning the proposal to grant Charter status.
  • The commission will then respond to PCO.
  • If PCO is satisfied, on the basis of advice received from the commission and other advisers, that it is appropriate to offer a Charter, it will notify you of the next steps you will need to take (see below).
  • If the registered charitable company requires advice on dissolution and transfer of its assets and funds to the Charter body the commission will provide that guidance.

If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will not liaise with the commission.

If the application for a Charter is approved

Please see Applying for a Royal Charter for details of Charter process up to granting of Charter.

When the Charter has been granted the trustees of the Charter body should apply to the commission to register as a charity. It is important to state in the application that the Charter body will replace the existing charity.

The trustees of the existing charity can start the process of winding up that charity as soon as the Charter body has been established by the granting of the Charter (rather than waiting for its registration to be complete). The process will vary according to the dissolution provisions of the existing charity.

Once all the funds of the charity have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than 6 months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

Once dissolution is complete the trustees should refer to the commission’s guidance and, where appropriate, complete the online closure form. The charity will then be removed from the register of charities. The trustees should also apply to Companies House to remove it from the companies register.

3. Amending your Royal Charter

Oxbridge Colleges should contact the commission before submitting either administrative or regulated amendments to PCO.

3.1 Charity wishes to make administrative amendments to its Charter which do not make material changes to any of the following: the objects, the name, the payment of trustees (other than out of pocket expenses) and dissolution clause

Who to contact first

PCO

What to provide

Please see Amending a Royal Charter and submit the material specified to the PCO.

Please note that the commission will not need to see, and does not need to give consent to, administrative changes to Charters.

What will happen
  • PCO will evaluate the amendments proposed and consult with its advisers – this will vary according to the nature and functions of the Charter body - to see if they have any comments on the proposed changes.
  • PCO will raise any queries directly with the charity.
If the proposed amendments are acceptable

For details of Charter amendment process up to granting of Charter see Applying for a Royal Charter.

PCO will confirm to the charity that the Charter has been formally amended. If the charity is registered the trustees must then notify the commission of the amendments so that the register of charities can be updated. This is the trustees’ duty under s35 of the Charities Act 2011.

The commission will need evidence of the updates as follows:

  • a copy of the minutes of the meeting at which the resolution was passed to amend the Charter; or a copy of the resolution that was passed to amend the Charter
  • a copy of the updated Charter

3.2 Charity wishes to make ‘regulated’ amendments to its Charter which will materially affect one or more of the following: the objects, the name, the payment of trustees (other than out of pocket expenses) and dissolution clause.

Who to contact first

PCO

What to provide

Please see Amending a Royal Charter and submit the material specified to the PCO.

What will happen
  • PCO will evaluate the amendments proposed and consult with its advisers – this will vary according to the nature and functions of the Charter body- and the commission to see if they have any comments on the proposed changes.
  • PCO and the commission will consider the processes necessary to give effect to the proposed changes.
  • PCO will raise any queries direct with the charity.
If the proposed amendments are acceptable

The commission will confirm to PCO that the commission does not object to the changes.

Other relevant advisers to PCO will also confirm to PCO that they do not object to proposed amendments.

PCO will confirm to the charity that the Charter has been formally amended. If the charity is registered the trustees must then notify the commission of the amendments so that the register of charities can be updated.

The commission will need evidence of the updates as follows:

  • a copy of the minutes of the meeting at which the resolution was passed to amend the Charter or a copy of the resolution that was passed to amend the Charter
  • a copy of the updated Charter

4. Mergers

4.1 Charity wishes to merge a Charter body with another charity; the Charter body will remain

Who to contact first

PCO

What to provide

See the commission’s guidance How to close a charity but do not complete the form at this stage.

The trustees of the Charter body must ensure that its objects are wide enough and sufficiently compatible to receive the non-Charter body’s assets. If not, they must consider, before contacting PCO, how the objects would need to be amended in order to be suitable.

What will happen
  • PCO will consult with its advisers – this will vary according to the nature and functions of the Charter body - and the commission to see if they have any comments on the proposal.
  • PCO will raise any queries direct with the Charter body and will advise the trustees if it can be amended to accept the assets of the other charity.
If the merger is approved

The Charter body must bring into effect any amendments necessary for merger before the charity can proceed to the dissolution processes. The Charter body should notify the charity when the amendments have been brought into effect. The Charter body must also notify the commission of the amendments if it is a registered charity.

The Charter body should send to the commission:

  • a copy of the minutes of the meeting at which where the resolution was passed to amend the Charter (or a copy of the resolution that was passed to amend the Charter)
  • a copy of the updated Charter

The other charity will proceed with its dissolution. Once all the funds of the other charity and its linked charities/ special trusts have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than 6 months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

Once dissolution is complete the trustees should notify the commission (and Companies House, if appropriate) with a view to the charity’s removal from the register of charities (and the companies register, if appropriate).

4.2 Charity wishes to merge the Charter body with another charity; the Charter body will be dissolved

Who to contact first

PCO

What to do before applying and what to provide

See the commission’s guidance How to close a charity, but do not complete the form at this stage.

The trustees of the Charter body must:

  • provide a written summary of the Charter body’s reasons for seeking a merger (financial or otherwise)
  • ensure that the non-Charter body’s objects are wide enough and sufficiently similar to receive the Charter body’s assets - if they are not, the trustees of the non-Charter body must consider what amendments would be required
What will happen
  • PCO will consult with its advisers – this will vary according to the nature and functions of the Charter body.
  • PCO will raise any queries direct with the other charity and will notify the Charter body if it will be permitted to dissolve and transfer its assets and what processes will need to be undertaken (by each of the charities).
If the merger is approved

The non-Charter charity must bring into effect any amendments necessary for merger before the Charter body can proceed to the dissolution processes. The non-Charter charity should notify the Charter body when the amendments have been brought into effect.

The non-Charter charity must also notify the commission of the amendments if it is registered. It should send to the commission:

  • a copy of the minutes of the meeting at which the resolution was passed to amend the Charter (or a copy of the resolution that was passed to amend the Charter)
  • a copy of the updated Charter

The Charter body will proceed with its dissolution. Once all the funds of the charity have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than 6 months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

Once dissolution is complete the trustees should notify the commission with a view to the charity’s removal from the register of charities.

The Charter body must also advise PCO of its dissolution.

5. Advice and authority

5.1 Charity wants advice or authority from the commission

Who to contact first

Charity Commission

What to do

Consult any relevant commission guidance on GOV.UK, taking independent legal advice if needed. Complete any online forms needed to get the commission’s authority to a particular course of action.

Only if there are any further queries should the trustees contact the commission for bespoke advice.

6. How to make your submission

Please make submissions online. Attachments should be in either Word or PDF formats.

First submissions should be directed as follows:

PCO:

email: PCOsecretariat@pco.gov.uk

PCO website

Phone: 0207 747 5310

Charity Commission:

Contact the commission