How long should a trustee serve, and how do we plan succession?

England and Wales: This page sets out the position in full. Scotland: the same answer, reached separately from Scotland’s own law — and OSCR is the one regulator that states the default in so many words; the England and Wales figures on this page do not apply there. Northern Ireland: the same answer on terms, with one real difference on succession — the regulator can only appoint trustees to a charity that has run out of them after opening a statutory inquiry, as set out below.

Does any law set trustee term limits?

No. No statute sets trustee term limits in England and Wales, Scotland or Northern Ireland, for any kind of charity. A trustee’s term of office is how long they serve before they must be reappointed or step down.

This page is for trustees and chairs planning the board’s future. The Charity Commission, OSCR and CCNI all leave tenure to the governing document. It follows the trustee skills audit: the rotation schedule is where the gaps it found get timed.

Most guidance gives a maximum — 9 years, or three consecutive terms — as if one of those were the rule. Neither is.

That is not a gap in the research. It was checked in the places a rule would have to live:

• CIOs in England and Wales. The Charities Act 2011 and the CIO Regulations say what a CIO’s constitution must cover. It must say how a trustee retires. It does not have to set a term, a maximum or a limit on reappointment.
• Charitable companies, in all three nations. The Companies Act 2006 chapter on appointing and removing directors has a minimum number of directors and a minimum age. It has no maximum term, no rotation rule and no limit on reappointment. The Act extends to the whole UK, so this answer holds everywhere.
• SCIOs in Scotland. The constitution must set out how trustees withdraw and are removed. Nothing sets how long they serve.
• Northern Ireland. The part of the Charities Act (Northern Ireland) 2008 headed “Charity Trustees” was read section by section. None of it touches how long a trustee serves.
• Trusts and unincorporated associations. Nothing at all, in any of the three nations.

One honest limit. The search covered general charity and company law. It did not cover laws written for particular sectors, such as housing, education or health. Such laws could set terms for their own charities. If your charity sits in one of those, check that sector’s own rules.

The Commission’s own guidance says the same thing in its own way. CC30 has a section headed, verbatim, “Consider setting term limits for trustees”. That is a suggestion to think about it, and it gives no number.

The limit that does bind: your own governing document

If your own governing document sets a term, following it is a legal duty. Nothing else sets a term, but that one can be breached. CC3 says so, verbatim:

“You must follow any rules in your governing document about who appoints new trustees, when, and how, new trustees are appointed… how long appointments last and whether a trustee can be re-appointed.”

CC3 uses “must” for a legal or regulatory requirement or duty that trustees must comply with. So a trustee who stays on past the limit in your own document is not a minor slip. The board is acting outside its own rules.

If the document sets no term, a trustee may keep serving. OSCR is the only UK regulator that says this outright, verbatim:

“If no term length is specified, charity trustees can remain in their role until they resign, are removed, or pass away.”

The Commission in England and Wales and the Commission in Northern Ireland have not written that sentence. We conclude that the same holds there. We draw that from two things: no statute sets a term, and both regulators treat tenure as a matter for the governing document. Nothing we read contradicts it.

Two more things sit under whatever your document says.

• A charitable company’s members can always remove a director. Section 168 of the Companies Act 2006 gives them that power by ordinary resolution, and the articles cannot take it away. The procedure has steps, including special notice and the director’s right to reply.
• A CIO’s constitution has to say how a trustee retires. That is a duty to write a rule, not a rule about length. A constitution that says trustees retire at a set point meets it. So does one that says they retire when they choose to.

“A company may by ordinary resolution at a meeting remove a director before the expiration of his period of office, notwithstanding anything in any agreement between it and him.” — Companies Act 2006, s.168, verbatim

The practical point is simple. “How long should a trustee serve?” has no answer from outside the charity.

“How long may ours serve?” has exactly one place to look. The real risk is not a trustee in their tenth year under a document that allows it. It is a board that has never checked what its document says.

Where the 9-year figure comes from — two codes, one number

Two codes use the same figure, and they are often mixed up.

The first is the charity one. The Charity Governance Code, in Principle 8 (Board effectiveness), says it twice — and not quite the same way:

• Under “Policy, processes and practice”: “Where a trustee has served for more than 9 years, their reappointment is subject to a rigorous review, and explained in the trustees’ annual report.”
• Under “Suggested evidence and assurance”: “Fixed terms for trustees to enable board renewal – no more than 9 years unless evidence of exceptional reasons.”

The first allows longer service, as long as it is reviewed and explained. The second is stricter. A board can meet the first and fall short of the second.

The Code is voluntary and works on “apply or explain”. A board that keeps a trustee beyond 9 years and explains why has used the Code properly, not broken it.

The explanation goes in the trustees’ annual report. But that is the Code asking, not the law. Nothing in the accounts regulations requires you to report on tenure. Assess yourself against the Charity Governance Code covers how a board uses the Code. The 2025 Code explainer covers what changed.

The second is for listed companies. The UK Corporate Governance Code, published by the Financial Reporting Council, uses the same figure. Provision 19 says the chair should not remain in post beyond nine years from the date of their first appointment to the board.

Provision 10 says a non-executive director is not considered independent if they have served on the board for more than nine years from the date of their first appointment. That Code applies to companies listed in the commercial companies category or the closed-ended investment funds category, regardless of where they are incorporated. It does not apply to charities.

So someone who tells you the figure is “the corporate governance rule” has the right number from the wrong document. The charity document says the same number, with a softer mechanism: a review and an explanation, not a ban.

The charity figure may or may not come from the company one. Nobody we read says it does, and the Charity Governance Code does not cite the other Code for it. Two codes use the same number. We have not been able to trace one to the other, and we will not guess.

Where the three-by-three convention comes from

The phrase most boards have heard is, verbatim, “three terms of three years”. It is not law. It is not in the Charity Governance Code either. The Code sets a ceiling in years and says nothing about how to split it.

But it was not invented. It comes from the Charity Commission’s two model constitutions for a CIO. Here are the two clauses, verbatim. The square brackets are in the originals:

Foundation CIO model, clause 12(3): “[A charity trustee who has served for [three] consecutive terms may not be reappointed for a [fourth] consecutive term but may be reappointed after an interval of at least [one year].]”

Association CIO model, clause 16: “[A charity trustee who has served for [three] consecutive terms may not be reappointed for a [fourth] consecutive term but may be reappointed after an interval of at least [three years].]”

In Commission model documents, square brackets mark text the charity chooses whether to include, and numbers it chooses for itself. The outer brackets make the whole clause optional. The Commission’s own note calls it “an optional provision”.

Three things follow.

• The two models disagree with each other on how long a trustee must step away before coming back. That alone shows neither figure is a standard.
• The Commission’s other four models set no limit at all. The model articles for a charitable company retire a third of the board at each AGM, with no ceiling on re-election. The unincorporated and small-charity models run on terms of a single year, with unlimited re-election. The model trust deed leaves the length blank for you to fill in.
• Nothing anywhere makes a fourth term unlawful — unless your own constitution kept the clause.

That last point is where the three-by-three convention stops being folklore. If your CIO was set up from a model and the drafters left the brackets in, the clause is now part of your constitution. It binds you — not because the Commission requires it, but because you adopted it.

Scotland and Northern Ireland

Neither nation sets a trustee term in law, and neither nation’s governance code gives a number.

Scotland. The same answer, established from Scotland’s own law. No statute sets a term for a SCIO or any other kind of charity. OSCR’s guidance treats terms as a matter for the governing document. It defines them, verbatim, as “How long charity trustees can serve before needing to be reappointed or step down”.

Scotland’s governance code for the third sector does recommend fixed terms of office for trustees. It gives no number of years anywhere.

OSCR does not publish model constitutions of its own. So there is no Scottish version of the bracketed clause either. Do not carry the England and Wales Code’s 9 years or the three-by-three convention into a Scottish charity. Neither applies there.

Northern Ireland. The same answer, for a partly different reason.

No statute sets a term. And there is no CIO in Northern Ireland at all. The part of the 2008 Act that would create them has never been brought into force.

So the bracketed CIO clause has nothing to attach to. A Northern Ireland charity is a company, a trust, an association or a registered society. None has a statutory term.

CCNI’s Guide 2 lists “for how long they can serve as a charity trustee” among the things a governing document may set. It gives no number. Northern Ireland also has its own voluntary Code of Good Governance, separate from the one in England and Wales. It talks about planning for replacing board members, and gives no number either.

Is succession planning a legal duty?

No. Succession planning has no legal duty behind it, though failing at it has legal consequences. The question has two halves, and they have different answers. Tenure has a binding source once your document speaks. Succession planning has no legal duty behind it at all, in any of the three nations, for any kind of charity.

Everything that asks for one is a code or a “should”:

• The Charity Governance Code expects that “The appointment and retirement cycle of trustees is mapped and enables timely management of succession”. It lists “A succession plan for the board and committees” as suggested evidence.
• Scotland’s code recommends a pro-active succession plan, linked to the organisation's strategic direction, following any rules for how trustees are elected and how long they serve.
• Northern Ireland’s code asks for plans for replacing board members when needed.
• The Charity Commission’s whole published advice on the subject is one line. It says, verbatim: “aim to stagger the lengths of the first appointments, so that your trustees don’t all change at once”.

That staggering advice is the most useful thing on the list for a small board. If every trustee joined at the founding meeting on the same term, they all reach the end together. The Commission’s models suggest staggering the first appointments, and give different worked examples. Neither example is a rule.

It is still worth doing. The failure has a legal consequence even though the planning does not. A charity that lets its board run down can reach a point where it cannot lawfully appoint its way out. At that point the way out is the regulator. Here the three nations differ:

Nation	Power	How it works
England and Wales	Charities Act 2011 s.80(2)	The Commission may appoint trustees where there are none, or where vacancies mean the charity cannot act for itself. No inquiry and no finding of wrongdoing are needed.
Scotland	Charities and Trustee Investment (Scotland) Act 2005 s.70A, inserted by the Charities (Regulation and Administration) (Scotland) Act 2023 s.8	OSCR may appoint interim trustees — and uniquely, a charity can ask it to, where it has too few trustees to appoint more and its governing document has no way round that.
Northern Ireland	Charities Act (Northern Ireland) 2008 s.33(1)	The Commission may appoint additional trustees, but only after it has opened a statutory inquiry into the charity.

The Northern Ireland row is the one to notice. A Northern Ireland charity that has quietly run down to one trustee cannot simply ask for help, as a Scottish charity can. The way out runs through an inquiry into itself.

In England and Wales the Commission can also remove a trustee who has stopped acting and will not say whether they intend to act. That is a common state for a board that has drifted.

How to write a rotation schedule and succession plan

This is one board meeting’s work. Here is what to put in front of it.

1. What your document says. Find every clause on appointment, term, retirement and reappointment. Copy them out word for word. If it is a model document, check whether the square-bracketed clauses were kept.
2. Each trustee’s position. For each trustee: when they were appointed, when their current term ends under your document, and how many terms they have served in a row.
3. The rotation schedule. A dated list of when each seat falls vacant. If several end in the same year, decide now how to spread them.
4. A decision on a term limit. If your document has none, decide whether you want one. That is a choice, not a duty. If you do, it means changing the governing document — see how to change the governing document.
5. If you follow the Charity Governance Code, a note of any trustee past 9 years, the review done, and the wording for the annual report.
6. The succession plan. Who chairs if the chair leaves. Who holds the main roles. Which skills leave with each retiring trustee, taken from your skills audit.
7. What happens when someone leaves. Tell the regulator. Update the bank mandate.

On telling the regulator: in England and Wales you must keep your register entry up to date. No deadline is set. Scotland does set one. Keep your register entry current has the detail for each nation.

On the bank mandate, OSCR has a list of steps for when a trustee leaves. It includes, verbatim, “Update any banking access to ensure that former charity trustees no longer have access to the charity’s bank account.” That step is the one most often missed. See the common mistake on the bank mandate.

Minute the whole thing. A template is planned: Trustee rotation plan (planned).

Common mistake: leaving the bank mandate unchanged after a trustee resigns, is removed, or dies

Rotation plans focus on who joins the board. Updating who can sign for the charity’s money when someone leaves gets treated as admin for later. A stale mandate gives a former trustee continuing access to the charity’s funds. At worst, it leaves one person in sole control.

That is what the Charity Commission found in its inquiry into OBAC, published 28 August 2025. Its finding, verbatim:

“Having an out-of-date bank mandate for nearly 5 years is a breach of the governing document and therefore a breach of trust. It also constitutes misconduct and/or mismanagement in the administration of the Charity by the trustees.”

The Commission then ordered the trustees to put it right. Amending the bank mandate was one of the required actions.

Worked example

A CIO was set up from the Charity Commission’s foundation model constitution. Its drafters left every square bracket in clauses 10(1) and 12(3) as printed. So its trustees serve fixed terms, and no trustee can serve a fourth term in a row.

One trustee is coming to the end of her third consecutive term. The board wants to keep her.

It cannot simply reappoint her. That is not because the law or the Code forbids it. The bar is clause 12(3) of the charity’s own constitution. The board adopted it when it left the bracketed clause in. And because CC3 says trustees must follow their governing document, ignoring it would be a breach of trust, not an irregularity.

The board has two lawful routes. It can leave the seat empty for the interval the clause sets, then reappoint her. Or it can change the constitution to remove or relax the clause, as set out in how to change the governing document. What it may not do is reappoint her anyway and minute it as a one-off exception.

With the rotation schedule set, the next step is to hold your AGM or members’ meeting. If your document retires trustees there, the schedule tells you who.