Changing Unincorporated Charity and Trust Governing Documents
Use this section when an unincorporated charitable association or a charitable trust needs to change its constitution or trust deed. Unincorporated charities have more limited powers of amendment than corporate charities, so the first step is always to check what the existing governing document allows and whether the change is one the Charity Commission must approve.
Association or trust: is consent needed?
The route differs between an association and a trust. In an association the members or the trustees vote on the change in accordance with the constitution; in a trust the trustees resolve to amend the deed. In both cases some changes, typically to the charity's purposes, to trustee benefit provisions or to what happens to the property on dissolution, need the Charity Commission's prior consent, while others do not.
What documents are in this section?
There are four resolutions covering each combination: the Resolution to Amend Constitution (No Charity Commission Consent Needed): Unincorporated Charitable Association, the Resolution to Amend Constitution (Charity Commission Consent Needed): Unincorporated Charitable Association, the Resolution to Amend Constitution (No Charity Commission Consent Needed): Charitable Trust and the Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Trust.
If the change you have in mind is a move to a corporate structure, for example converting to a charitable incorporated organisation (CIO), that is a different process and the constitutions for the new structure are in the Set Up Your Charity section.
- Resolution to Amend Constitution (No Charity Commission Consent Needed): Unincorporated Charitable Association
- Resolution to Amend Constitution (Charity Commission Consent Needed): Unincorporated Charitable Association
- Resolution to Amend Constitution (No Charity Commission Consent Needed): Charitable Trust
- Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Trust
Changing Unincorporated Charity and Trust Governing Documents is part of Charity. Just £38.50 + VAT provides unlimited downloads from Charity for 1 year.
Frequently Asked Questions
Yes. Since the Charities Act 2022, unincorporated charities have a statutory power to amend any provision of their governing document by resolution. Trustees have to pass the resolution to make such amendments, and if there are members in addition to the trustees, the members must also pass such a resolution. Certain changes need Charity Commission consent first to be effective. Simply-Docs provides amendment resolutions for a charitable association and a charitable trust.
The same categories that are regulated alterations for companies and CIOs: changing the charity's purposes, changing how property is applied on dissolution, and authorising benefits to trustees, members or connected people. These need the Commission's prior consent. Only if and when it is given do the alterations come into legal effect. Other amendments (with exceptions) can be made by resolution alone. Simply-Docs provides separate resolutions for changes that do and do not need consent.