Changing a Charitable Company Governing Document
Use this section when a charitable company limited by guarantee needs to change its articles of association. The change is made by the members passing a special resolution and because the charity is also a company the amended articles must then be filed at Companies House.
Does the change need Charity Commission consent?
Many changes can be made by the members alone. Certain changes, in particular to the charity's objects, to what happens to its property if it is wound up and to provisions allowing trustees or connected persons to benefit, need the prior written consent of the Charity Commission and a resolution passed without that consent is ineffective. Check which category your change falls into before the resolution is put to the members.
What documents are in this section?
The Resolution to Amend Constitution (No Charity Commission Consent Needed): Charitable Company is for changes the members can make without Commission involvement. The Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Company is for changes that require consent and records that consent has been obtained.
Board minutes and written resolutions for the trustees' own decisions are in the Charitable Company Meetings and Decisions section. The forms filed at Companies House for other routine changes are in the Companies House Forms for Charitable Companies section.
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Frequently Asked Questions
Regulated alterations need the Commission's prior written consent: altering the charity's objects, altering any provision on how property is applied on dissolution, and any change that would authorise a benefit to directors, members or connected people. Only if and when the Commission's consent has been obtained can the change take legal effect. Simply-Docs provides separate resolutions for changes that do and do not need consent.