Who is a connected person, and what goes in a conflicts register?

England and Wales: This page sets out the position in full. Scotland: the same question is answered, but from a different list — the Scottish definition has a partnership limb with no England and Wales equivalent, and no Scottish counterpart to the land-disposal list was found. Northern Ireland: the same position, and the same double-definition problem inside its own Act — see below.

Who counts as a connected person?

A connected person is someone charity law links to a trustee or to the charity. Examples are close family, a business partner or a company the trustee controls. Which people count depends on the transaction.

This page is for the trustees who keep the conflicts of interest register in England and Wales, Scotland and Northern Ireland. In England and Wales, the Charity Commission’s guidance applies.

The register sits beside your statutory registers. It also feeds the minute book from establish how you take and store minutes. Set those up first if you have not.

The trap here is not that charity law and the accounts disagree. It is that charity law disagrees with itself, in one statute, and almost no one notices.

Charities Act 2011 defines “connected person” at s.188, for payments to trustees for goods or services. It defines it again at s.118, for disposals of land.

The two lists overlap. Neither is a subset of the other. And the accounts use a third test. The annual return asks the question a fourth way.

So there is no such thing as “our connected persons list”. Each time, you have a list and a question, and you have to match the two. A board that keeps one list and reaches for it each time will be right most of the time. When it is wrong, no one will catch it.

The two statutory lists, side by side

The land-disposal list at s.118 reaches four kinds of connection that the payment list at s.188 does not. Both lists are in force and both are quoted here from the sections themselves:

• The land donor, and the donor's relatives — the person who gave the charity land, however long ago, is connected for a disposal. They are nobody for a payment decision.
• An officer, agent or employee of the charity — the charity’s own staff are in the land list. s.188 does not mention them at all.
• The trustee themself — s.188 lists people connected with a trustee, so a trustee is not on their own list. s.118 puts them there.
• Short residential tenancy carve-out for employees — a narrow carve-out for an employee taking a short residential tenancy. s.188 needs no equivalent, because employees are not in it.

The shared core is the part people expect. Close family, a spouse or civil partner, a business partner, a controlled institution, and a body corporate the person has a substantial interest in. s.188’s own opening limbs read:

(a) a child, parent, grandchild, grandparent, brother or sister of the trustee;
(b) the spouse or civil partner of the trustee or of any person in the preceding paragraph;
(c) a person carrying on business in partnership with the trustee or with any person in the preceding two paragraphs;
(d) an institution controlled by any of the above, or by two or more of them taken together;
(e) a body corporate in which any of the above has a substantial interest, or in which two or more of them taken together have a substantial interest.

s.118 starts a step earlier and reaches further:

(a) a charity trustee or trustee for the charity;
(b) a person who is the donor of any land to the charity (whether the gift was made on or after the establishment of the charity);
(c) a child, parent, grandchild, grandparent, brother or sister of any such trustee or donor;
(d) an officer, agent or employee of the charity;
(e) the spouse or civil partner of any of the above.

The working rule follows from the two lists. Use s.188 when the question is paying a trustee or someone close to one. Use s.118 when the question is selling, leasing or otherwise disposing of land. The wider rules are on paying charity trustees and your obligations before disposing of charity land.

Reaching for the wrong section does not give an answer that looks wrong. It gives a confident one.

The related party test in the accounts

The accounting disclosure runs on the Charities SORP’s own “related party” definition. Module 9 of the SORP sets out the disclosures and points to the SORP’s glossary for the full definition.

Turning the test into the accounts disclosure is the job of the related party register and annual declarations.

What matters for the register is the definition’s reach. The related party test reaches key management personnel and entities under common control, not only trustees and the people and businesses around them. So it is wider than either charity-law list at its own edges. The register should be built on that basis.

The reach runs back in time as well. The SORP requires a transaction with a former related party to be disclosed, where it relates to the time they were one. It requires outstanding balances at the reporting date to be disclosed as well.

Two points follow for a small charity. The smallest tier of charities gets almost no relief from Module 9. A Tier 1 charity reporting on the natural classification basis applies it in full apart from the disclosure of total staff costs and employee benefits. A Tier 1 charitable company outside the small companies regime must give that disclosure too.

And the Commission’s own accounts review found the smallest charities were the ones failing the disclosure most often. Being small is not a reason to expect the accounting test to be gentler than the charity-law ones.

The annual return’s connected party question

The Commission’s own glossary for the annual return uses “connected party”. It explains the term in plain English rather than by section:

"In broad terms, this means family, relatives or business partners of a trustee, as well as businesses in which a trustee has an interest through ownership or influence. The term includes a trustee's spouse or civil partner, children, siblings, grandchildren and grandparents, as well as businesses where a trustee or family member holds at least 20% of the shareholding or voting rights."

That is a gloss for a form, not a statutory test. The glossary itself points back at s.188 and s.118 for the legal definitions. Treat it as a floor. Its stated wording is narrower than the SORP’s test. It reaches trustees and the people and businesses around them, and stops there.

The rest of the form is on what the annual return asks, and collecting the answers in advance is gather your annual return data.

Read the four together and the point of the register becomes clear. The register is not a legal conclusion. It is the evidence base for four different legal conclusions.

What goes in a conflicts of interest register?

The register holds declarations, connections, transactions and what the board decided about each one:

1. A signed declaration from every trustee, refreshed each year. Not once, at appointment. Interests change. A spouse starts a business, or a trustee joins the board of another body the charity buys from.
2. The people and bodies each trustee is connected to, built to the widest of the four definitions, not whichever is in front of you.
3. The transactions themselves, recorded as they happen.
4. What the board did about each one — who left the room, who voted, what was decided. That is the minute. It turns a register into evidence.
5. A standing item at every meeting. A register updated once a year is a document. One asked about at each meeting is a control.

The failure mode here is measured, not guessed at. The Commission’s 2019 accounts review found trustees disclosing the transactions they were themselves directly involved in. They did not disclose the ones involving persons or entities connected to them. A third of mid-sized charities failed the disclosure requirement outright.

That is the single most common substantive failure in charity accounts. It comes from reading conflict of interest as a personal question.

And do not expect the examiner to catch it. In the same review, of the cases where a scrutineer saw an incomplete disclosure, none was reported. Every one. The safety net most boards assume sits under this is not one you can build on.

Scotland and Northern Ireland

Scotland and Northern Ireland define connected persons in their own Acts, and Northern Ireland repeats the double definition.

Scotland. The equivalent definition for trustee remuneration is s.68(2) of the 2005 Act. It is not the English list renumbered. It has five limbs, and one of them has no England and Wales counterpart at all:

a Scottish partnership in which the trustee, or a person connected under (a)/(b), is a partner.

The spouse limb was widened in 2024 to cover a connected person’s own civil partner. This project’s research looked for a land-disposal definition in the 2005 Act like s.118. It did not find one. That is recorded as an open question, not as a confirmed absence. Do not read it as “Scotland has only one definition”.

Northern Ireland. The same double-definition pattern recurs, independently, in its own Act.

Charities Act (Northern Ireland) 2008 defines connected persons twice. Schedule 5 does it for land disposals under s.57(2). s.89(5)–(6) does it again, for trustee remuneration under s.88. Neither list is a subset of the other. Schedule 5 alone reaches two categories s.89 does not:

a person who is the donor of any land to the charity;
an officer, agent or employee of the charity.

Those are the same two limbs that separate s.118 from s.188 in England and Wales. The shared core is the same too:

• close family
• a spouse or civil partner
• a business partner
• a controlled institution
• a body corporate the person has a substantial interest in

And s.89 borrows Schedule 5’s own definitions of “controls” and “substantial interest” rather than writing its own.

Three UK jurisdictions drafted the same split independently. That is worth knowing in itself. It means the mismatch is built in, not an England and Wales quirk. A reader in any of the three has the same job: match the list to the question.

Common mistake: recording only the trustees’ own interests

The natural reading of “conflict of interest” is a personal one. So trustees answer the question they think is being asked. The Commission’s review measured what that costs. A third of mid-sized charities failed the disclosure requirement. The pattern was consistent: trustees declared their own transactions and not those of the people and businesses connected to them.

The register has to start from the connection, not from the trustee.

Common mistake: using one connected person list for every purpose

No one expects the same Act to define the same phrase twice, differently. s.118 includes the land donor and the charity’s employees. s.188 includes neither. Using the wrong list gives an answer that looks settled and is not. Keeping one register is fine. Keeping one list is not.

Worked example

Wrenfield Village Hall wants to sell a strip of field at the back of the site. The buyer is the daughter of the farmer who gave the field to the hall, years before any current trustee joined.

The committee checks its register, built from the payment definition, and finds nothing. She is not a trustee, not related to one, and not in business with one. Under s.188 she is not connected at all.

Under s.118 she is. Her father is the donor of land to the charity, which puts him in the list. She is the child of that donor, which puts her in it too. The land-disposal restrictions bite. A sale that looked routine needs another route.

Nothing about the transaction changed. Only the list did. The register that would have caught it is built to s.118. It notes which entries answer which question.

With the register built, the next step is to adopt a conflicts of interest policy, which says what the board does with each entry.