Making Changes to Charity Constitution

The Charities Act 2022 received Royal Assent on 24 February 2022. Its provisions relating to changing charity constitutions are effective as from 7 March 2024. The Act enables charity trustees to amend their charity’s founding documents more easily than under previous rules. The previous rules regulating such changes varied according to whether the charity was in the form of a company, CIO, unincorporated association or trust. The Act amended the rules to create greater consistency in the rules applying to these different legal forms of charity. It in particular made clearer and simpler the rules to apply to unincorporated charities wishing to make changes to their constitutions.

In relation to making changes to a constitution that will alter the charitable purposes of the charity, it will need the consent of the Charity Commission. The Act sets out matters that the Commission must consider in deciding whether to give consent, whatever the legal structure of a charity. (Those matters are similar to those under the previous law where the Commission had to consider whether to allow changes to the purposes of an unincorporated charity.) The Act also sets out the processes to be followed by a charity when changing its purposes - the processes vary depending on the nature of the charity’s legal structure.

The Act also sets out new rules governing other types of changes to a charity’s constitution, e.g. provisions in its constitution which affect the property of the charity on dissolution or which relate to trustee or member benefits.

A charity considering making any changes to its constitution should consider the impact on (and take legal advice about) any proposed change.