Guidance

How to make changes to your charity’s governing document

How to change your charity’s governing document, including when to involve the Charity Commission.

When to change your charity’s governing document

Your charity’s purposes and the rules for how it should operate are set out in its governing document.

Only change your governing document if it’s in your charity’s best interest to do so. For example, if:

  • your charity’s purposes aren’t a practical or appropriate way to meet the need it was set up for any more
  • your governing document doesn’t say who your charity’s trustees are or how they are appointed
  • provisions explaining how you must run the charity (for example, how to arrange meetings) are no longer relevant or practical

As trustees, you’ll need to decide that the change is necessary and what it should be. You can make some changes yourself but others need Charity Commission permission.

Changes you can make yourself

You can change your charity’s governing document yourself if either:

  • your governing document specifies that you have ‘the power’ to make the change
  • the law (for example, the Charities Act or the Companies Act) allows you to make this kind of change

Changes allowed by governing documents

Your charity’s governing document may contain a ‘power of amendment’ that allows you to make certain changes yourself. If it does, check if:

  • the amendment you want to make is allowed by that power
  • you need to get the commission (or someone else) to approve the change

If your charity is a company or CIO, you can usually change its articles of association (for companies) or constitution (for CIOs) yourself, unless the change is a ‘regulated alteration’ (see ‘changes the commission needs to approve’).

Changes allowed by law for trusts and unincorporated associations

The law usually allows you to change your charity’s administrative rules yourself, providing it’s a trust or an ‘unincorporated’ charity. This means it’s not a :

  • charitable company
  • corporation created by Act of Parliament
  • Royal Charter corporation
  • charitable incorporated organisation (CIO)
  • community benefit society

If your charity is unincorporated, you can change:

  • its name
  • how its members and trustees are appointed
  • how its meetings should be managed
  • whether it can borrow or invest money
  • how it can work with other charities

In addition, if your charity:

  • has income of £10,000 or under, and
  • doesn’t have land which its governing document says must be used for a specific purpose (known as ‘designated’ or ‘specie’ land)

you can also change its charitable purposes yourself provided they are:

  • in your charity’s best interests
  • as similar as possible to the purposes they replace
  • exclusively charitable in their wording – see How to write charitable purposes

Changes the commission needs to approve

The law doesn’t allow you to change an unincorporated charity’s rules on:

  • spending money or land held as permanent endowment
  • paying a trustee or someone connected to them
  • third parties having the right to nominate trustees or take part in other decisions

Ask the commission to approve these changes before you make them by completing an online form. You’ll need to explain why the change is necessary.

If your unincorporated charity’s income is over £10,000, you’ll need to ask the commission to approve any change to its purposes.

If your charity is a company or CIO, you’ll need to get the commission to approve ‘regulated alterations’ to its articles of association or constitution. These are changes to:

  • your CIO or charitable company’s purposes
  • what happens to its property on winding up
  • its rules on paying a trustee or someone connected to them from its funds

You must get written consent from the commission before you agree a special resolution to make any of these changes at a general meeting. Complete the online form and attach a copy of your draft resolution as a PDF file.

If you’re changing your charitable company’s purposes, you have to register the change with Companies House before you can start running your charity in line with its new purposes.

There are different rules for charities constituted in the following ways who wish to amend their governing documents:

Even where these charities can amend their governing documents, they can’t make any amendment that would stop them from being a charity.

How to bring changes into effect

If your charity is unincorporated:

  • trusts should agree the changes at a trustee meeting
  • membership bodies (associations) normally need to agree changes at a members’ meeting, such as an annual general meeting

If you are relying on the power in your governing document the change takes place as soon as the change is agreed. If you’re changing your charity’s purposes under the Charities Act power, they come into effect 60 days after you send a copy of your new governing document to the commission.

Let the commission know about the change to your governing document.

If your charity is a company, agree the changes as a ‘special resolution’ at a general meeting. You must send a signed copy of the resolution along with a PDF of your amended articles to both the commission and Companies House within 15 working days.

If your charity is a CIO, you can agree the changes either:

  • by getting written agreement to the resolution from all the CIO’s members
  • by getting a 75% majority of votes cast at a general meeting of the CIO’s members

You must send a signed copy of the resolution along with a PDF of your CIO’s amended constitution to the commission within 15 working days of the date on which the resolution was passed. The changes won’t take effect until they appear in the register of charities.

Published 15 December 2014