Can we just sell our building?

England and Wales: This page sets out the position in full, including which parts of the 2022 reforms are in force and from when. Scotland: covered, and the answer is an absence — there is no charity-specific regime for selling or leasing land at all; ordinary trustee duties and property law apply. Northern Ireland: covered, and different from England and Wales — the newer regime was passed and never brought into force, so an older Act still applies: trustees can apply to the Department for Communities for power to sell or lease, and there is no advice-based route of the England and Wales kind.

Selling charity land: an order, or the exception

This page is about England and Wales. Scotland and Northern Ireland have their own section further down. It covers land the charity holds and wants to sell or let. If the charity is taking space instead, take on premises — lease, licence or share.

In England and Wales, selling charity land needs an order unless the trustees use the statutory exception. Most summaries start with the exception. Start with the rule. Section 117(1) of the Charities Act 2011 applies in England and Wales. It says:

No land held by or in trust for a charity is to be conveyed, transferred, leased or otherwise disposed of without an order of— (a) the court, or (b) the Commission.

That covers a sale, a lease you grant, a transfer and any other disposal of land. The exception in section 117(2) lets the trustees go ahead without an order, but only if two things are true:

1. the buyer or tenant is not a connected person
2. the trustees follow the right advice route

Who counts as a connected person is set out where you build your conflicts of interest register.

The type of deal decides which of the two advice routes applies:

Transaction	Route	What the trustees must do
A sale, a long lease, or any other disposal	Section 119	Get and consider a written report from a designated adviser, and decide the terms are the best that can reasonably be obtained.
A short lease, as section 120 defines it	Section 120	Take the advice of someone the trustees reasonably believe has “the requisite ability and practical experience”, and decide the terms are the best reasonably obtainable.
An assured tenancy, of any length (in force from 1 May 2026)	Section 120	The same lighter route. In England and Wales this was added by the Renters’ Rights Act 2025, brought into force by SI 2026/421.

So “you cannot sell without a designated adviser’s report” is wrong in both directions. The real starting point is an order. A short lease needs no designated adviser at all.

Get the report before you agree, not before you complete

This is the practical point, and it is often missed.

In England and Wales, section 119(1) of the Charities Act 2011 sets the moment. The trustees must act before they enter into an agreement — not before completion:

the charity trustees must, before entering into an agreement for the sale, or (as the case may be) for a lease or other disposition, of the land— (a) obtain and consider a written report on the proposed disposition from a designated adviser instructed by the trustees and acting exclusively for the charity, … (c) decide that they are satisfied, having considered the adviser's report, that the terms on which the disposition is proposed to be made are the best that can reasonably be obtained for the charity.

The same wording appears in section 120(2) for short leases and section 121(4)(a) for designated land.

Charities often agree heads of terms first and instruct the surveyor afterwards. They treat the report as if it were a completion document. If the heads of terms are binding, the statutory moment has already passed. Instruct the adviser before anything is agreed. Have the board read the report and minute its best-terms decision before anyone signs.

The adviser must also be instructed by the trustees and act only for the charity. A buyer’s surveyor, or a joint instruction, does not meet that test.

A designated adviser is the person whose written report section 119 requires before land is disposed of without an order. The trustees instruct the adviser, who acts only for the charity.

Who can be the designated adviser now

The old term, “qualified surveyor”, has gone. Since 14 June 2023 the report comes from a designated adviser. The pool is wider. The adviser may be:

• a fellow or professional associate of RICS
• a fellow of the Central Association of Agricultural Valuers
• a fellow of NAEA Propertymark
• a trustee, officer or employee of the charity itself, under section 128A of the Charities Act 2011 (England and Wales)

In every case the trustees must reasonably believe the adviser has ability in, and experience of, valuing land of that kind in that area.

The report has no prescribed form. It does have prescribed content:

SI 2023/467 reg. 4, verbatim: "(a) the value of the relevant land; (b) any steps which could be taken to enhance that value; (c) whether and, if so, how the relevant land should be marketed; (d) anything else which could be done to ensure that the terms on which the disposition is made are the best that can reasonably be obtained for the charity; and (e) any other matters which the adviser believes should be drawn to the attention of the charity trustees."

The adviser must also state that they have the relevant ability and experience. They must also state that they have no interest that conflicts, or appears to conflict, with the charity’s.

Check the insurance before you use an internal adviser. Using a trustee or member of staff looks like a free saving. The Commission’s guidance CC28 has a warning about this. It says: “not all insurance will cover negligent advice given by an adviser who is also a trustee, officer or employee of your charity.”

If you would pay a trustee for acting as adviser, check first that the governing document allows it. The rules on paying a trustee apply.

Advertising, and sales to other charities

Advertising was narrowed, not abolished. The general duty to advertise was repealed from 14 June 2023. But three positions now sit side by side:

1. There is no general duty to advertise.
2. Designated land is land the charity’s trusts say must be used for its purposes. For designated land, a public notice duty survives in England and Wales, unchanged by the 2022 Act. Section 121(2) gives the wording.
3. If you apply to the Commission for an order instead, it expects you to show how you marketed the land.

For designated land, section 121(2) says the trustees must, before the disposal, have:

given public notice of the proposed disposition, inviting representations to be made to them within a time specified in the notice, which must be not less than one month

The public notice also has a way out that is rarely mentioned. Under section 121(6) and (7), the trustees can apply in writing to the Commission. The Commission may then direct that the notice requirement does not apply, if it is satisfied that this is in the charity’s interests.

A cheap sale to another charity is not automatically exempt. The law has an exception for disposals from one charity to another. That exception carves out social investments.

CC28’s own example is land sold to a charity with the same purposes for less than it is worth. The Commission treats that as a social investment, and the full designated-adviser process applies.

Nothing is “void” — and that is worse for the trustees

You may have read that getting this wrong “voids” the sale. The word “void” does not appear anywhere in sections 117 to 122 of the Charities Act 2011, the England and Wales regime. That was checked at source on 19 August 2026.

What section 122 does is protect the buyer. The disposal instrument must carry the statement section 122 requires. The buyer’s protection depends on whether it does:

The statement in the instrument	Who is protected
Given (s.122(4)/(4A))	The buyer, outright. The statement is conclusively presumed true in favour of anyone who acquires for money or money’s worth. There is no good-faith condition on the face of the provision.
Left out (s.122(5)/(5A))	The buyer, if they acted in good faith and gave money or money’s worth. The disposition is then valid even if sections 117 to 121 were not followed.

The statutory words for the first case, verbatim:

Where subsection (2)(d) has been complied with in relation to an instrument effecting the disposition of land it is conclusively presumed, in favour of a person who … acquires an interest in the land for money or money's worth, that the statement is true.

So the deal can unwind only where the buyer gave nothing, or did not act in good faith where the statement was left out.

Where that leaves the trustees. Here the page has to be careful. Sections 117 to 122 create no offence and say nothing about what happens to trustees.

The conclusion that the exposure falls on them is an inference. It comes from general trust law and the Commission’s regulatory powers, not from these sections. On that reading, trustees who dispose of land without following the rules risk a claim for breach of trust and Commission action. No counterparty will rescue them, because the counterparty is protected.

How far a trustee’s own exposure reaches in general is covered in Am I personally liable as a charity trustee?

Which parts of the 2022 reforms are in force

All of the Charities Act 2022’s land provisions for England and Wales, sections 17 to 23, are in force. They did not all start at once, and one of them was split:

Provision	In force
s.17 — new s.117(1A): land counts as the charity’s only if the whole of it is held for the charity	14 June 2023
s.18 — new insolvency exception and substituted charity-to-charity exception	7 March 2024
s.18 — repeal of the old exception for disposals under the Universities and College Estates Act 1925	19 May 2025
s.19 — repeal of the general advertising requirement	14 June 2023
s.20 — “qualified surveyor” becomes “designated adviser”	14 June 2023
s.21 — new s.128A: a trustee, officer or employee may advise	14 June 2023
s.22 — new s.118(2A): short residential tenancies to employees	14 June 2023
s.23 — restated s.122 and s.125: statements and buyer protection	7 March 2024

Section 18 was not brought in as a single unit. Its new exceptions started on 7 March 2024. Its repeal of the old exception followed more than a year later, on 19 May 2025. Only the commencement notes on each subsection show this.

Two more layers matter if a deal straddles the dates. SI 2024/265 keeps the old wording of sections 122 and 125 for some deals. It covers any contract, conveyance, lease or mortgage entered into before 7 March 2024, even if it completed later. And between 7 March 2024 and 19 May 2025, section 122(2) is read as if the old exception still existed, because it did.

Scotland and Northern Ireland: nothing like this, and something stricter

Scotland has no such regime. The Charities and Trustee Investment (Scotland) Act 2005 has no part on charity land. OSCR’s consent powers under section 16 of that Act cover changes to a charity’s purposes, amalgamation and winding up — not land.

So a Scottish charity selling or leasing land needs no order and no statutory adviser’s report. Ordinary trustee duties and general property law apply. That is not a gap in this page. It is the law.

Northern Ireland works differently. Part 7 of the Charities Act (Northern Ireland) 2008 would have set up a regime like England and Wales’s. It has been passed but never brought into force.

Its sections still carry the “Prospective” label on legislation.gov.uk. A “no known outstanding effects” banner on them does not mean they are in force.

What applies instead is older:

• The Charities Act (Northern Ireland) 1964, sections 17 to 20, are still in force. The Northern Ireland 2008 Act schedules the whole 1964 Act for repeal. But that repeal has only ever been brought into force for other sections. Neither commencement order touches sections 17 or 18. The Department for Communities’ own guidance confirms the 1964 Act still applies.
• The Department for Communities can give trustees the power. Under section 18 of the Northern Ireland 1964 Act, trustees apply to the Department for power to sell, exchange or mortgage charity land, or to surrender a lease. If the Department is satisfied that this would be for the benefit of the charity, it may give that power, on conditions. Section 17 works the same way for leases and improvements.
• There is no advice-based route of the England and Wales kind. The 1964 Act has nothing like section 119. Whether a particular charity needs the Department’s power, given what its governing document already allows, was not established for this page. That is a question for the Department or a solicitor before anything is agreed.

	England and Wales	Scotland	Northern Ireland
Statutory regime for charity land	Charities Act 2011 ss.117–122	None	Charities Act (NI) 1964 ss.17–20
Starting rule	Court or Commission order	No order needed	Department for Communities power, where the trustees need it
Self-certification	Yes, by designated adviser (Charities Act 2011 s.119) or lighter advice (s.120)	Not applicable	No advice-based route
Newer regime waiting	—	—	Charities Act (NI) 2008 Part 7, never brought into force

Next: What health and safety do we actually have to do? That step applies to every charity, whether or not it holds land.

Common mistake: believing that getting the process wrong “voids” the sale

Most sector shorthand says so. In England and Wales the word does not appear in sections 117 to 122.

In England and Wales, section 122 protects the buyer. Where the statement is given, the protection is outright. Where it is not, the buyer is protected if they acted in good faith and for value. The exposure falls on the trustees. That conclusion comes from trust law and the Commission’s powers, not from those sections, which create no offence.

Common mistake: instructing the designated adviser after heads of terms are signed

The report feels like a completion document. It is not.

In England and Wales, section 119(1) requires the trustees to get and consider the report before they enter into an agreement. They must then decide on the terms having considered it. The same wording is in section 120(2) and section 121(4)(a). The adviser must also act exclusively for the charity.

Common mistake: looking for a “qualified surveyor” — or using an internal one without checking the insurance

Older content uses the old term. The report now comes from a designated adviser. The adviser may be a RICS member, a CAAV fellow or a NAEA Propertymark fellow. The adviser may also be a trustee, officer or employee of the charity.

CC28 warns that not all insurance covers negligent advice from an internal adviser. Check before you rely on one.

Common mistake: “the 2022 Act abolished the advertising requirement”

Too blunt. There is no general duty. But designated land still needs a public notice. And the Commission expects evidence of marketing if you apply for an order. And the Commission can lift the notice requirement on written application under section 121(6) and (7).

Common mistake: treating a below-value transfer to another charity as exempt

The charity-to-charity exception sounds as if it covers any transfer between charities. It carves out social investments. On CC28’s own example, selling land to a same-purpose charity below its value needs the full designated-adviser process.

Worked example

Saltmarsh Trust, in England, has a building it no longer needs. A charity with similar purposes wants it. The trustees are minded to sell below the open-market price to help.

They check the exceptions first. A charity-to-charity sale at an undervalue is a social investment on CC28’s example. So it is not exempt. The buyer is not a connected person, so the self-certification route is open. That means section 119 of the Charities Act 2011 in full.

They instruct a designated adviser before any terms are agreed, acting for Saltmarsh alone. The report covers the prescribed matters: the value, what could raise it and whether and how to market it. It also covers anything else that bears on getting the best terms.

The board reads the report. It minutes its decision that the terms are the best reasonably obtainable. The minute records why a below-value sale serves Saltmarsh’s own purposes. The transfer carries the section 122 statement.

If the building’s trusts said it must be used for Saltmarsh’s purposes, it would be designated land. A public notice would then run first, unless the Commission agreed to lift it on written application.

Had they skipped all this, the buyer would probably have been protected. The trustees would not.

If Saltmarsh’s building were in Scotland, none of the statutory steps would apply. The trustees would rely on their general duties and ordinary conveyancing. In Northern Ireland, the question would be whether they need the Department for Communities’ power to sell. A report is not a route under the 1964 Act.