Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Company

This Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Company is a set of minutes for the trustees of a charity set up as a charitable company limited by guarantee to use when amending the charity's Articles of Association (its constitution), a process set out in the Charities Act 2011.

The trustees first propose the amendments, then arrange a special general meeting of the members at which the members pass a special resolution to make the amendments.

When Charity Commission consent is needed

This set of minutes assumes that one or more of the proposed changes fall within the types of change listed in Section 198(2) of the Charities Act 2011. Where that is the case, you will need the consent of the Charity Commission to make the changes.

Getting the Commission's consent before the resolution

Before the special resolution to adopt the amendments is put to the members at a general meeting, a copy of the proposed amendments must be sent to the Charity Commission to seek its consent. The amendments are not effective unless the Commission's consent has already been given.

Once the Commission has given its consent, the special resolution can be put to the members, and the trustees can then send a copy of the amended Articles to the Registrar of Companies.

Which form of Articles this template matches

The numbered references in the template minutes to particular Articles assume that the Articles are in the form of the Charity Articles of Association - Private Company Limited By Guarantee, which you can find here. Those references correspond to particular clauses in that form of Articles. If your Articles are not in that form, you will need to adapt the template minutes accordingly.

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