Who signs off the annual report and when?
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In England and Wales, the trustees sign off the annual report as a board, at a meeting, and minute the approval with its date. That date appears on the public record once the report is filed. For a charitable company, the report can double as the directors' report, but only if the one document satisfies both regimes.
Do this first
England and Wales: This page sets out the position in full. Scotland: covered, and more formal than England and Wales — since 5 March 2026 the independent examiner’s or auditor’s report is its own required document, not merely something attached to the accounts; see below. Northern Ireland: partly covered — the signing requirement is established for a charity preparing receipts and payments accounts; the equivalent for a charity preparing accruals accounts has not been independently confirmed.
Can the trustees’ report double as the directors’ report?
Yes, if the one document meets both regimes. Take a charitable company in England and Wales. When its trustees sign off the annual report for the Charity Commission, the SORP lets it serve as the Companies Act directors’ report too. That permission is narrower than it sounds. Charities SORP 2026 Module 1, verbatim:
“A separate trustees’ annual report is not required provided that any statutory directors’ report prepared also contains all the information that this SORP requires to be provided in the trustees’ annual report.”
This page assumes the report is drafted: see draft the narrative sections of your report and draft your financial review and reserves reconciliation.
Read the two halves separately and the trap disappears. A director-focused document that complies with company law does not automatically comply with charity law. The reverse is also true.
Say a charity simplifies the report for one regulator and assumes that version covers the other. It has not merged two reports into one. It has filed a defective directors’ report, a defective trustees’ annual report, or both.
Above a certain size, a charitable company also has to produce a strategic report under company law. The SORP requires it to be presented as a separate, distinct section of the trustees’ annual report. That section comes on top of everything else the combined document has to hold. This page does not set the threshold for that company-law duty.
Who approves the annual report, and how is it recorded?
The trustees approve the report as a board, at a meeting, and minute the decision. In England and Wales, there is no separate statutory form for the approval itself. It rests on ordinary governance practice, not a numbered regulation. Where the governing document also has the report laid before the members, that happens at the meeting covered in hold your AGM or members’ meeting.
That is why the minute matters so much. It is the only record that the decision was taken properly, by a quorate board, on a stated date.
A minute you can rely on later says more than the bare fact that the report was approved. How minutes are taken and kept is covered where you establish how you take and store minutes. The Charity Commission’s own guidance on decision-making sets out what a defensible minute should contain:
- the charity name
- the meeting’s type, date, time and venue
- who attended, so quorum can be shown
- any conflicts of interest declared, and how they were managed
- a summary of the discussion
- the decision reached, in the exact wording of any resolution
- the reasons for it
- what information it was based on
- any specialist advice taken
The Commission is direct about what happens if that record does not exist:
“If something goes wrong, we may ask for evidence to show that you made decisions using these decision-making principles.”
A missing minute is not treated as a neutral gap. It counts against the board, not for it.
Why the approval date matters
The report is prepared as at the date the board approves it. That date appears on the public record once the report is filed. A late approval does not quietly disappear into the paperwork. It is the first thing a reader checking the timeline will notice.
The filing deadline itself still runs from the financial year end, not from the approval date. So a late approval only leaves less time.
Which scrutiny report must sit behind the annual report?
Settle which examiner’s or auditor’s report the accounts need before the board approves the annual report. Approving the report is not a decision made apart from the accounts it goes with — see approve and sign the accounts. Right now that matters more than usual.
Five scrutiny and audit thresholds in England and Wales move together for any financial year ending on or after 30 September 2026. Take a board approving a report for a year that straddles that date. Before it signs anything, it needs to know which side of the date that year falls on.
No external scrutiny is required at all where gross income is at or below £25,000 for financial years ending before 30 September 2026; £40,000 for financial years ending on or after 30 September 2026. Above that, a professionally qualified independent examiner is required once gross income exceeds £250,000 for financial years ending before 30 September 2026; £500,000 for financial years ending on or after 30 September 2026.
A full audit is required where gross income exceeds £1,000,000 for financial years ending before 30 September 2026; £1,500,000 for financial years ending on or after 30 September 2026 on its own. An audit is also required where both of these are true in the same year:
- the aggregate value of assets exceeds £3,260,000 for financial years ending before 30 September 2026; £5,000,000 for financial years ending on or after 30 September 2026
- gross income exceeds £250,000 for financial years ending before 30 September 2026; £500,000 for financial years ending on or after 30 September 2026
The asset figure on its own never triggers an audit. The income condition has to be met too.
Say the charity attaches the wrong document: an unqualified examiner’s report where a qualified one was required, or an examination where an audit was. The approval itself does not fix that.
Working out in full which of these applies to your own charity is covered where you determine your external scrutiny requirement. This page only flags that the answer can change mid-year around this date. It has to be settled before, not after, the board signs off.
Scotland and Northern Ireland: written approval rules
Both nations put more of this in writing than England and Wales does.
Since 5 March 2026, a Scottish charity must get a report from its examiner or auditor. It must send a copy to OSCR as its own separate required document. The copy goes alongside the statement of account, not merely attached to it, as part of the OSCR annual return. England and Wales has no direct equivalent.
There, the examiner’s or auditor’s report is filed with the accounts as a matter of course. No named statutory requirement of its own covers that.
Northern Ireland goes further again for charities that prepare receipts and payments accounts. The Charities (Accounts and Reports) Regulations (Northern Ireland) 2015, reg 32(2)(f), verbatim:
“be dated and be signed by one or more of the charity trustees, each of whom has been authorised to do so.”
That is the same substance as the England and Wales convention: a board-authorised, dated, signed approval. But here it is written directly into a numbered regulation, not left to SORP and general governance practice.
Northern Ireland charities preparing accruals accounts fall under a different regulation in the same instrument. It has not been independently confirmed whether that regulation carries the same clause. Given how reg 32 is drafted, it very likely does. But that has not been checked at source, so it is not asserted here.
With the report approved, the next step is to file your accounts — and, for a charitable company, to file with Companies House.
Common mistake: merging the trustees’ report and the directors’ report without checking both regimes
The SORP expressly permits one document. But it does so only if the merged document holds everything the SORP requires, as well as everything company law requires. The mistake is to simplify for company law and assume that covers charity law.
Worked example
Saltmarsh Trust is a charitable company with a trading subsidiary. Each year it prepares a single document to serve as both its trustees’ annual report and its Companies Act directors’ report.
That is permitted. It is also sensible, since two separate documents on the same ground are extra work for no benefit. The condition is a section-by-section check of the combined document. The check is against the SORP’s own content list and the Companies Act’s.
Saltmarsh is above the size threshold at which company law requires a strategic report. So its board adds one as a separate, distinct section of the same document, as the SORP requires. The SORP lets the trustees build that section by grouping the report’s achievements and performance and financial review content under the heading “strategic report”.
What you should have at the end
An approved, dated and signed trustees' annual report, with the approval minuted.
The minute proves the decision was taken properly: by a quorate board, on a stated date, for stated reasons. It will still prove this long after everyone at the meeting has forgotten the details. Without a minute, nobody can fully stand behind the report if it is ever questioned.
Common questions
No. In England and Wales the board approves the trustees' annual report at a meeting and minutes the decision; no statutory form sets who signs. In Northern Ireland, a receipts and payments report must be dated and signed by one or more trustees authorised to do so.
No. The filing deadline runs from the financial year end, not from the date the trustees approve the annual report. A late approval leaves less time to file, and the approval date appears on the public record once the report is filed.
Terms on this page
Sources
- Charities SORP Module 1 — Trustees' Annual Report
- Companies Act 2006, s.444 — filing obligations of companies subject to the small companies regime
- The Charities Acts 1992 and 2011 (Substitution of Sums) Order 2026 (SI 2026/427)
- Charities Act 2011, section 144 — Audit of accounts of larger charities
- Charities Act 2011, section 145 — Examination of accounts an option for lower-income charities
- Charities (Regulation and Administration) (Scotland) Act 2023 (asp 5), s.10
- Charities and Trustee Investment (Scotland) Act 2005, s.44 — duty to keep accounts
- The Charities (Accounts and Reports) Regulations (Northern Ireland) 2015, regulation 32
- Decision-making for charity trustees (CC27) — 'It's your decision'
- Charities and meetings (CC48)