What are a charity trustee's duties?

The answer

This page is for anyone who sits on a charity’s board, in England and Wales, Scotland or Northern Ireland. The Charity Commission sets out the charity trustee duties for England and Wales in CC3, The essential trustee. Its headings, verbatim, are:

1. Ensure your charity is carrying out its purposes for the public benefit
2. Comply with your charity’s governing document and the law
3. Act in your charity’s best interests
4. Manage your charity’s resources responsibly
5. Act with reasonable care and skill
6. Ensure your charity is accountable

The first heading turns on public benefit, which has its own page: public benefit in the three jurisdictions.

A charity trustee is anyone properly appointed to the body that runs a charity, whatever that body calls its members. CC3 is explicit. “All properly appointed members of that body are charity trustees in law, whatever they are called (trustees, directors, committee members, governors or something else).”

If you sit on the body that runs the charity, these duties are yours. If you are a member, a volunteer or a member of staff who does not sit on that body, they are not. Who may sit on it at all is covered in who can be a charity trustee.

Scotland: statutory duties with no English equivalent

Scotland’s charity trustee duties are set by statute. Two of their consequences have no English equivalent. Most content on trustee duties gets this wrong. It takes CC3’s list and presents it as UK-wide. It is not.

Scotland does not have 6 guidance duties. It has statutory duties in section 66 of the Charities and Trustee Investment (Scotland) Act 2005. Two consequences follow that England and Wales does not have at all.

Breach is automatically misconduct. This is the text of s.66(4). “Any breach of the duty under subsection (1) or (2) is to be treated as being misconduct in the administration of the charity.”

A breach is not merely a failing to be weighed. It is deemed misconduct by statute, and misconduct is what triggers an OSCR inquiry. England and Wales has no rule that makes a breach automatically misconduct.

Your co-trustees’ breaches are your problem. s.66(5) says: “All charity trustees must take such steps as are reasonably practicable for the purposes of ensuring— (a) that any breach of a duty under subsection (1) or (2) is corrected by the trustee concerned and not repeated, and (b) that any trustee who has been in serious or persistent breach of either or both of those duties is removed as a trustee.”

In Scotland, failing to remove a persistently breaching colleague is itself a breach by you. No English provision does this.

So do not translate CC3 into Scottish content. Do not assume either that a board which satisfies CC3 has satisfied s.66.

This page does not establish one thing for Scotland: whether it has an equivalent of the England and Wales relief power, and on what terms. Treat the liability and relief position as an England and Wales statement only, not a UK-wide one. That position is in the section on what a breach can cost.

What do “must” and “should” mean in CC3?

CC3 uses two words with fixed meanings. Almost every argument about what a charity has to do turns on which one the Commission used.

Here are CC3’s definitions, word for word. “‘must’ means something is a legal or regulatory requirement or duty that trustees must comply with”. “‘should’ means something is good practice that the Commission expects trustees to follow”.

Learn to read for it. Much sector writing turns the Commission’s “should” into “must” on the way to your inbox. The difference matters. It is the difference between a legal duty and an expectation you may depart from with reasons.

CC3 adds one important qualification, which is usually dropped: good practice can become mandatory in effect. Verbatim: “In some cases you will be unable to comply with your legal duties if you do not follow the good practice.”

CC3 gives examples — dealing with conflicts of interest, implementing financial controls and managing risks, and taking advice. You cannot act in the charity’s best interests while ignoring a conflict. So the “should” and the “must” collapse into each other.

What can a breach of the duties cost a trustee?

The duties matter because breaching them is how a trustee becomes personally liable to their own charity. CC3 §10.1, verbatim: “Trustees can be held liable to their charity for any financial loss they cause or help to cause. This applies to any type of charity whatever its legal form.” Incorporating does not touch it — see the full treatment on Are trustees personally liable?

Two more sentences from the same paragraph belong in anything you read about duties. The first: “There is no legal protection for trustees who have acted dishonestly, negligently or recklessly.”

Negligence is in that list. Sector content routinely writes “dishonestly or recklessly” and drops the middle word. That understates the exposure.

The second: “It’s extremely rare, but not impossible, for charity trustees to be held personally liable.” Both halves of that sentence are true, and both belong on the page.

The practical route from duty to a decision you can defend runs through your minutes. The Commission applies a settled set of decision-making principles:

• act within your powers
• act in good faith and only in the charity’s interests
• be well enough informed
• take account of all relevant factors and ignore irrelevant ones
• manage conflicts of interest
• decide within the range of decisions a reasonable trustee body could make

The Commission treats a missing record as an evidential failure by the trustee, not a neutral gap. CC27, verbatim: “If something goes wrong, we may ask for evidence to show that you made decisions using these decision-making principles.”

Northern Ireland: no statutory list of duties

Northern Ireland has no statutory list of trustee duties, and follows the England and Wales pattern. It sits closer to England and Wales than to Scotland on this question. That cuts against the instinct to treat “the two smaller jurisdictions” as a pair.

The Charities Act (Northern Ireland) 2008 has no free-standing statutory list of general trustee duties. There is no s.66-style provision at all. The one clause that comes closest was never brought into force.

Northern Ireland therefore follows the England and Wales pattern here. A trustee’s duties are assembled from general law by legal structure:

• the Trustee Acts for unincorporated charities and trusts
• the Companies Act 2006 for charitable companies

They are not read off a single charity-specific statutory source or a Commission-style numbered list.

CCNI does not leave the space empty. Its guidance organises the same ground around two ideas. The first is “breach of duty”: failing the structure-specific duties above. The second is “breach of trust”: acting outside the governing document.

For a breach of trust, trustees “are equally responsible (liable) … to their beneficiaries where the breach results in a loss.” CCNI also names a free-standing fiduciary duty: confidentiality, managing conflicts of interest, and not profiting from your position.

On liability, CCNI organises the material differently from CC3. It works by legal structure, not by who the liability runs to. This is a difference of presentation. Know it before you go looking for a like-for-like table.

An unincorporated association’s trustees can be held personally responsible for what the charity does. A charitable company’s trustees get limited liability. They are protected where they acted “openly, honestly and to the best of your ability”, but not for fraud or deliberate wrongdoing. A charitable trust’s trustees share legal responsibility for the trust.

There is no fourth row for a CIO. Northern Ireland has never brought into force the part of its own Charities Act that would create one.

Two protections mirror the England and Wales position almost word for word.

First, the Commission may relieve a trustee, auditor or examiner from liability, wholly or partly. They may do so where the person “acted honestly and reasonably and ought fairly to be excused” (Charities Act (Northern Ireland) 2008 s.91). This is a close structural parallel to the England and Wales relief power. However, relief never reaches a trustee’s personal contractual liability.

Second, trustees may buy indemnity insurance from charity funds. They may do so only if they have first decided it is in the charity’s best interests. The insurance is subject to statutory exclusions for:

• criminal fines
• liability following a final conviction for fraud or dishonesty
• conduct they knew was against the charity’s interests

Where this page applies, and where it does not

England and Wales: researched. The duties, the must/should convention and the liability position are established from CC3 read at source.

Scotland: partly researched. The s.66 duties themselves are established from the statute. OSCR frames them as “general duties plus specific duties”, but that is OSCR’s reading, not a labelled statutory division. Treat the split as commentary and the wording of s.66 as the law.

What is not established for Scotland is the liability and relief position. This page does not establish whether, and on what terms, a Scottish trustee found in breach can be relieved of personal liability. Do not read the England and Wales relief position across the border.

Northern Ireland: partly researched. The duties position above is established directly from the statute and from CCNI’s own current guidance, read in full. It is a real finding, not a placeholder: Northern Ireland follows the English no-statutory-list pattern, not the Scottish one.

What is not established for Northern Ireland is everything outside duties and liability specifically:

• policy content requirements
• governing document amendment routes
• CCNI’s enforcement powers
• whether CCNI is a prescribed person for whistleblowing purposes

That wider gap is real, and the hub tracks it separately. It does not affect the duties and liability answer given here.

One dating warning applies to every source in the Sources section. CC3 was last revised before the Charities Act 2022 came into force. The duties themselves are stable. Anything in CC3 on land, charity names, amendments or remuneration is pre-2022 and should not be relied on.

Sources

1. CC3, The essential trustee: what you need to know, what you need to do — Charity Commission for England and Wales — gov.uk
2. Charities and Trustee Investment (Scotland) Act 2005, s.66 — legislation.gov.uk
3. CC27, Decision-making for charity trustees — gov.uk
4. Charities Act (Northern Ireland) 2008, ss.91, 93, 94 — legislation.gov.uk
5. CCNI, Running your charity: Guide 2 (who are charity trustees) and Guide 5 (good governance and managing risks) — charitycommissionni.org.uk

What to do about it

Reading the duties is not the step. The step is recording that each trustee has read them and understands the liability position that goes with them.

Understand what you are personally taking on. This produces a signed trustee declaration and a minuted record that each trustee has read the duties and the liability position. That record is what you will rely on if the Commission ever asks.

If you are inducting someone new, go on to run a trustee induction. That step turns the duties into a pack you hand over, and a dated record that they worked through it.