Amending a Governing Document

pen on paper

Some guidance on the necessary procedures and the charity law is given below.

Where to start

In the first instance check the amendments clause in your existing governing document. This will provide guidance on the procedure to follow in order to amend the governing document.

However, in the case of registered charities there are other considerations to be taken into account with regard to the making changes.
All charitable companies can amend their articles of association. However, there are certain regulated alterations which require the permission of the Charity Commission before the decision is taken through the procedure in the governing document.

These regulated changes are:

  • Any change in the objects
  • Any change to what happens to property on winding up
  • Any change which authorise the funds or property to be used to benefit directors or members

Most unincorporated charities with incomes of £10,000 or less can change their governing document although permission may be required in some cases.

Unincorporated charities with incomes of more than £10,000 can change the powers they have to administer the charity. If the governing document allows they can also change the purposes. Again, check the full guidance.

Whatever procedure is used the Charity Commission and, if applicable Companies House must be informed.

If your organisation wants to amend its governing documents guidance relating to charitable unincorporated associations, charitable trusts and charitable companies is available from the Charity Commission website. The process will take time and you may need to instruct a solicitor to assist with the process, for which you will pay legal fees.