How do we change our charity's governing document?

England and Wales: partly covered, and unusually for this guide it is the weakest of the three here. What happens when a change that needed the Commission’s consent is made without it is established and stated below, for charitable companies and for CIOs. The amendment routes themselves — which power you use, what majority, what you file — are not set out on this page; they belong to the Changing and closing hub. Scotland: covered — when OSCR’s consent is needed, when notification is enough, and a separate and more serious trap that clearing the procedure does not protect you from. Northern Ireland: covered — three routes by structure, with the consent, notification and no-involvement distinction established from the statute.

What this page covers, and what it leaves to other pages

This page is for trustees planning to change a charity’s governing document. It covers the consent rules of the Charity Commission, OSCR and CCNI, and the full routes for Scotland and Northern Ireland. The England and Wales routes sit in the Changing and closing hub.

Most amendments start from something the board has already found. It may be a gap in the governing document map or a term limit from the rotation and succession plan. Or it may be a meeting clause that holding the AGM showed to be unworkable.

This is an unusual page for this guide, so we will be straight about it at the top.

For England and Wales, we are not going to set out the amendment routes. That means which power your charity uses, what majority it needs, and what gets filed and where. All of that belongs to the Changing and closing hub, which owns the amendment family. Reconstructing it here from a second-hand reading would produce exactly the sort of confident summary this area is already full of.

What we can do, and what nobody else does well, is tell you where the cliff edge is. That part is settled and cited. It is the single most important thing a trustee could learn about amending a governing document.

Scotland and Northern Ireland are a different matter. This page sets out both in full, in their own sections.

What happens if consent was needed and not obtained?

The amendment does not take effect: for a charitable company it is ineffective, and for a CIO it cannot take effect.

Most guidance describes consent as a step in a process: you apply, you wait, and then you go ahead. The statute is harder than that. Consent is not a formality attached to a valid amendment. Without it, there is no amendment.

For a charitable company, Charities Act 2011 s.198(1), verbatim:

“Any regulated alteration by a charitable company— (a) requires the prior written consent of the Commission, and (b) is ineffective if such consent has not been obtained.”

For a CIO, s.226(1), verbatim:

“An amendment to a CIO’s constitution which would make a regulated alteration— (a) requires the prior written consent of the Commission, and (b) cannot take effect if such consent has not been obtained.”

The two wordings are not the same and should not be blended into one. “Is ineffective” and “cannot take effect” are Parliament’s words for the two structures. If you are quoting the rule to a board or a funder, quote the one that applies to you.

One offence does sit beside the company rule, and it is about filing. When a charitable company sends Companies House its amended articles, the special resolution or a notice of the amendment, the Act requires a copy of the Commission’s consent to go with it. Failing to send the copy is an offence by the company and every officer in default, on the same terms as failing to file the resolution itself. It is a summary offence with a capped fine.

For unincorporated charities — trusts and associations — this page stops. The amendment power and the consent requirement for them sit in ss.280A–280B. The Charities Act 2022 inserted those sections, and they have been in force since 7 March 2024.

Those sections were not read in the verification pass behind this page. So we are not going to tell you what happens if consent is missed under them.

The Changing and closing hub holds a high-confidence record of that regime. Use it, or a solicitor, rather than reading the company position across.

Either way, the practical shape of the risk is the same. Making an amendment without consent is not itself an offence, and carries no penalty.

The amendment is a nullity, and nothing in the charity’s day-to-day life will show it. The discovery point tends to be a transaction: a merger, a sale or lease of land, a change of bank, a funder’s due diligence. By then the charity may have been acting on the unamended document for years.

What counts as a regulated alteration now?

The Charities Act 2022 narrowed the definition. Much published material still carries the old one.

For a charitable company, s.198(2)(a) now reads “an amendment of the company’s articles of association which alters the charitable purposes of the company”. The pre-2022 formulation was an amendment of the objects clause. That is broader, and it is not the same test.

The other two limbs are the dissolution or application-of-property provision, and any alteration that would authorise a benefit to directors, members or connected persons. For a CIO, the 2022 Act substituted s.226 with the same three categories. There they apply to charity trustees, members and connected persons.

The Act also added a new test for the Commission itself:

New CA2011 s.198(2A), inserted by CA2022 s.1(3): when deciding whether to consent to a purposes change the Commission MUST have regard to the charity's original purposes so far as ascertainable, the desirability of keeping the new purposes similar to those being altered, and the need for purposes "suitable and effective in the light of current social and economic circumstances."

One more thing is easy to get wrong and rarely mentioned. “Connected person” is defined in three different sections, depending on your structure (see who counts as a connected person). For a charitable company it is Charities Act 2011 s.200. For a CIO, Charities Act 2011 s.249.

An unincorporated association or trust uses Charities Act 2011 s.280B(3). The guidance summaries of the three lists read alike. Whether the statutory tests are word-for-word identical, or merely similar, was not checked. This Act already contains two connected-person tests that look alike and are not, so do not assume.

Does the power you use change whether consent is needed?

For an unincorporated charity, yes: consent attaches to the power used, not to the change. Unincorporated charities face a further complication. It is the reason this page defers rather than summarises.

Such a charity may have two different powers of amendment available to it. One is the statutory power inserted by the 2022 Act.

The other is any power of amendment written into its own constitution, rules or trust deed. The consent regime does not attach to the change. It attaches to the power. Which one the trustees use can therefore change the answer to “do we need the Commission’s permission” for the same amendment.

That is not a detail. It is the most consequential thing in the June 2026 rewrite of the Commission’s own guidance. And this page is not the right place to answer that kind of question.

Getting it wrong produces an amendment that is either void or needlessly delayed. The Changing and closing hub owns it. A solicitor is the right person if the charity is unincorporated and the change touches purposes, land or trustee benefit.

Two traps in the transitional law

Charities Act 2011 s.275 is dead law. It survives only as a saving for resolutions already passed under it before 7 March 2024. Much sector content still cites it as though it were live. So do many charities’ own precedent documents.

For anything resolved on or after that date, a citation to s.275 tells you that whatever you are reading has not been updated.

An application already in flight on a commencement date is decided under the old law. Reading a commencement date on its own gives the wrong answer for any transaction already in progress. The savings provisions sit in the instrument that brings the provisions into force, not in the Act. They have to be read separately.

The Charities Act 2022 makes the general point better than any example we could invent. It received Royal Assent in February 2022. It was brought into force in five separate tranches, by four different instruments, the last of them in November 2025.

The constitution provisions this page is about — ss.1–3 — came into force on 7 March 2024. The Commission rewrote its guidance that same day, and again in June 2026.

The final tranche also carries an exclusion written into the instrument’s own schedule. The ex gratia provisions were brought into force subject to a named list of national museums and galleries. Even for them the exclusion is narrower than it looks:

The exclusion is scoped to "Objects" held within each institution's collections (the "Excluded property" column of the Schedule) — it is not a blanket exclusion of these bodies from ss.15-16 for every kind of ex gratia payment, only for payments concerning collection objects, which remain governed by each institution's own deaccessioning legislation.

None of that is visible from the commencement date alone.

Scotland: consent, notification and the charity test

In Scotland some changes need OSCR’s consent and others need only notification. Neither protects a constitution that fails the charity test. OSCR’s procedure is the simpler half.

Some changes need OSCR’s consent before they are made. Those are the charity’s purposes, its name, winding up, reorganisation, a change of legal form, SCIO transfers and amalgamation. Other governing-document changes need only notification, within 3 months of the change.

The next part is the dangerous one, because clearing the procedure feels like clearing the question. Consent is procedural. It says nothing about whether the amended constitution is safe in substance.

Take section 7(4) of the Charities and Trustee Investment (Scotland) Act 2005. It makes a body fail the charity test outright, whatever its purposes and its public benefit. Any one of these is enough:

• its constitution allows it to distribute or apply its property for a non-charitable purpose, on winding up or at any other time
• its constitution expressly permits the Scottish Ministers, or a Minister of the Crown, to direct or otherwise control its activities
• it is a political party, or has advancing a political party as one of its purposes

These are drafting constraints, not purposes rules. They sit somewhere a trustee checking “does this need OSCR’s consent” will never look. The same constraints apply when a constitution is first drafted; see agree powers, membership and dissolution.

The dissolution clause is the live one. A members’ club constitution being adapted for charitable use — or adapted back — is the classic case. The clause about what happens to the assets on winding up is exactly where the first limb bites. OSCR approving the consent does not touch it.

Two narrow carve-outs exist for specified body types under separate instruments. They are not of general application, and a charity should not assume one covers it.

Northern Ireland: three routes, and which of them CCNI ever sees

Northern Ireland is established in full. The answer has a different structure from both other nations.

A charitable company’s regulated alterations need CCNI’s prior written consent, and are ineffective without it. The three are:

• the objects clause
• the dissolution or distribution provision
• any provision authorising a benefit to directors, members or connected persons

The provision is s.96 of the Charities Act (Northern Ireland) 2008.

“Connected” for this purpose uses the trustee-benefit test, not the land one. Any filing at Companies House of the amended articles, the special resolution or an amendment notice must come with a copy of CCNI’s consent. Failing to do that triggers the same offence machinery as failing to file the resolution at all.

A second consent requirement for charitable companies has nothing to do with the constitution, and it catches people. Any members’ approval of a director transaction under the Companies Act 2006 self-dealing rules is ineffective without CCNI’s prior written consent, under s.98. That covers long-term service contracts, substantial property transactions, loans, credit transactions and payments for loss of office.

Section 99 extends the same requirement to an act that would otherwise have needed members’ approval but for the wholly-owned-subsidiary exemption. That closes the route.

A small unincorporated charity can change its purposes by resolution, with notification rather than consent:

An unincorporated charity with gross income ≤£10,000 in its last financial year, holding no designated land, and not a company may replace all or any of its PURPOSES by a two-thirds trustee resolution, provided the new purposes are charitable and (so far as practicable) similar in character. The resolution must be sent to the Commission with reasons; the Commission may direct public notice (28 days for representations) and may seek further information; the resolution takes effect 60 days after the Commission receives the copy (subject to the Commission acting under s.124 in that window). No prior consent is required — only notification and a waiting period.

Any non-company charity can modify its administrative powers or procedure by trustee resolution, under s.127. An association with a distinct membership also needs a members’ resolution. CCNI is not involved in that route at all — no consent, no notification.

There is no Northern Ireland CIO route to compare, because the CIO provisions of the 2008 Act never came into force.

CCNI’s own plain-English summary of when to ask is worth keeping in front of you, verbatim:

Guide 5: "You might need to get our permission before making a change, for example, if you want to change your charity's purposes, how your charity can close, how your charity should be run and whether your charity trustees can receive any benefit from your charity."

Why England and Wales is the weak one here

It is worth naming, because it is the reverse of the usual pattern in this guide. A reader could reasonably assume the biggest jurisdiction is the best covered.

Scotland and Northern Ireland were worked through from their own primary legislation for this step. England and Wales was not.

The Commission’s guidance on amendment routes is split into four structure-specific documents. Reading them is a piece of work that has not been done at this hub’s level.

The routes are held at high confidence by the Changing and closing hub. The fact records exist, they are current, and they were updated after the June 2026 rewrite. Those routes are set out in check which amendment route your charity uses, and the procedure in amend your governing document and file it.

So, concretely: if you are an England and Wales charity, this page gives you the consent cliff edge and the traps. For the route, go to those two pages. Or go to a solicitor if the amendment touches purposes, land, permanent endowment or a benefit to a trustee.

This is the last step in this hub. With the document reviewed, the governance set-up is complete; what it feeds each year is laid out in build your annual compliance calendar.

Common mistake: relying on pre-2024 guidance on amendment routes

The area looks stable, and older articles rank well in search. The Charities Act 2022’s provisions on charity constitutions came into force on 7 March 2024.

CC36 was rewritten that same day, and rewritten again in June 2026. Anything older describes a superseded regime. The usual tell is a citation to s.275, or a definition of regulated alteration built on the objects clause, not the charitable purposes.

Common mistake: treating OSCR consent or notification as proof that a Scottish amendment is safe

The consent-or-notification distinction is procedural. Trustees reasonably assume that clearing that hurdle means the amendment itself is fine. It does not.

Section 7(4) of the 2005 Act can disqualify the charity outright, whatever its purposes and whatever its public benefit. That happens if the amended constitution allows non-charitable distribution on winding up, lets Ministers direct the charity’s activities, or makes it a political party’s vehicle.

A dissolution-clause amendment is the common live case. It is a more severe risk than a procedural error, and it is a different kind of risk. OSCR approving the consent does not touch it.