Resolution to Amend Constitution (No Charity Commission Consent Needed): Charitable Company

The way in which a charity set up in incorporated form as a charitable company limited by guarantee can amend its Articles of Association (i.e. its constitution) is set out in the Charities Act 2011.

This template Resolution to Amend Constitution (No Charity Commission Consent Needed): Charitable Company is a set of minutes that you can use when the trustees of your charity (i.e. the directors of the charitable company) wish to initiate the process of amending the charity’s constitution (i.e. its Articles of Association). The trustees first have to propose the amendments, and then they have to arrange a special general meeting of the members of the company at which the members resolve, by means of a special resolution, to make those amendments.

This set of minutes is drafted on the assumption that none of the proposed changes fall within any type of changes listed in Section 198(2) of the Charities Act 2011. If that is so, you will not need to obtain the consent of the Charity Commission making the proposed changes.

After the resolution has been passed by the members at a general meeting, the trustees can then formally adopt the revised Articles and send a copy of it to the Charity Commission and the Registrar of Companies. 

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 the Articles are not in that form, you will need to adapt the template minutes as necessary. 

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