Your charity’s Articles of Association (articles) are part of its governing documents. This includes resolutions and agreements that have affected your charity’s constitution since the company’s formation.
These documents form the backbone of your organisation's administrative records. At certain times, you may need to amend your charity’s articles.
In this article, we explain how to change a charitable company’s articles in a legally compliant way.
What are the rules for changing the articles of a charity?
The rules applicable to changing the articles of a charity depend on whether the organisation is set up as a:
- Charitable company
- Charitable incorporated organisation (CIO)
- Unincorporated charity
How do I change the articles of a charitable company?
Members of a charitable company can pass a special resolution to amend or alter the organisation’s articles. This can be done either at the annual general meeting (AGM) or by written resolution.
Amendments such as changing the purpose of the charity, authorising benefits, or altering provisions concerning the distribution of property if the charity is dissolved, are regulated alterations. Making these alterations will require the prior consent of the Charities Commission.
Any other changes outside of the mentioned above can be made without the charity regulator’s permission by a resolution of the charity’s members. This will require written consent. For good practice, you should send the members a copy of the resolution.
How do I change the articles of a charitable incorporated organisation?
The same rules governing the amending of the articles of a charitable company apply to a CIO.
How do I change the governing document of an unincorporated charity?
To change the purpose of an unincorporated charity amending its governing document, you will be required to do one of the below:
- Use the express powers set out in the governing document
- Rely on the provisions of section 275 of the Charities Act 2011
- Apply to the Charities Commission for an administrative scheme
To make the following amendments;
- Alter provisions concerning the distribution of property on dissolution
- Authorise benefits to trustees or members
- Change provisions requiring a person's consent
- Affect rights directly conferred on named person or holders of an office or position
you will need to:
- Use the express power set out in the governing document
or
- Apply to the Charities Commission for an administrative scheme
Any other amendments can be made by:
- Using the express powers set out in the governing document
- Relying on the provisions of section 280 of the Charities Act 2011
- Apply to the Charities Commission for an administrative scheme
Get legal assistance from LawBite
Changing the memorandum or article documents of a charity can be complex.
Our knowledgeable charity lawyers can provide the advice you need to comply with the relevant laws and regulations.
LawBite has experience helping startups, charities, and small businesses achieve their commercial ambitions and regulatory compliance. To find out how we can support you, book a free 15 minute consultation or learn more about our legal packages for charities.
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Additional resources
- How to set up a charity
- The role of charity trustees
- Modern law for forming and running a charity
- The role of charity trustees
- What Are the Charity committee roles and responsibilities of the secretary?
- How To Set Up A Trading Subsidiary Of A Charity
- How to run a Charity AGM?
