Which changes can we just make, without asking anyone?

England and Wales: This page sets out the position in full. Scotland: a different system — the Charities Act 2022 powers do not apply, and one OSCR gateway decides what needs consent. Northern Ireland: partly covered — the company consent list and the two small-charity routes are established; what a larger unincorporated charity can change without asking was not established, so do not read the England and Wales list across.

The filing clock starts the day the resolution passes

In England and Wales, a change you make without the Commission’s permission still has to be filed. That is any change that is not a regulated alteration. And there is a deadline. The deadline is the part to remember when trustees amend a governing document themselves. This page assumes you have checked which amendment route your charity uses and know the change is not on the regulated list.

CC36 asks a company or CIO to send four things, within a fixed number of days of the vote:

1. the new governing document
2. the exact wording of each change
3. the resolution itself
4. proof that the meeting was quorate, or that the decision was unanimous

For a CIO, the Commission must have the resolution and the new constitution within 15 days (Charities Act 2011 s.227(1)). A charitable company files at Companies House within 15 days (Companies Act 2006 ss.26 and 30). Missing that deadline is an offence.

The company then tells the Commission ‘as soon as possible’ (CC36). For an unincorporated charity, CC36 says only “as quickly as possible”, or by any date your governing document sets.

A charitable company has a second deadline. The second one covers the new articles and the resolution, filed at Companies House.

The resolution’s 15 days run from the day it is passed (Companies Act 2006 s.30(1)). The new articles’ 15 days run from the day the change takes effect (s.26(1)). For a purposes change, that is the day of filing on form CC04.

Until the papers arrive, the Commission’s copy of your governing document is wrong. That matters the first time a funder, a bank or a buyer reads it.

When does an amendment take effect?

An ordinary change takes effect on the day of the vote. A change that needs the Commission’s authority does not. People remember the first rule and apply it to both. Here is the rule in England and Wales, from CC36:

Change	When it takes effect
Any change that is not a regulated alteration (every structure)	The day the vote passes, or a later date the resolution sets.
Purposes change — CIO	The day the Commission registers the change, or a later date on or after that.
Purposes change — charitable company	The day it is filed with Companies House on form CC04, with the Commission’s authority already held.
Regulated alteration — unincorporated charity	The day you hold both the Commission’s authority and a passed resolution. Or a later date, on or after the authority.

CC36, verbatim, on the company rule: “Changes to your charity’s purposes can only take effect on the day the change is filed with Companies House using form CC04.”

For a purposes change, acting on the date of the vote means acting on a change that has not happened yet. Change your charitable purposes covers purposes in full.

Which changes can trustees make themselves?

In England and Wales, trustees can make any change that is not on the regulated list for their structure. That usually means the working parts of a governing document, such as:

• quorum and notice for meetings
• how trustees are appointed
• membership rules
• how meetings are run

Check any change that touches a trustee benefit, the dissolution clause or the amendment clause itself. Those are the places where a plain-looking edit becomes a regulated one.

What you cannot change yourselves is listed in check which amendment route your charity uses. For a company or CIO, that is purposes, the dissolution clause and trustee benefits. An unincorporated charity using the statutory power has a longer list.

A review of the whole document, clause by clause, belongs to the governance hub: review and, where needed, amend your governing document.

The anti-avoidance rule: widening your power of amendment

One item on the unincorporated list needs the Commission’s authority under the statutory power. That item is adding or changing a power of amendment so that regulated alterations could be made without the Commission’s authority. It looks like admin, and it is not.

That item is the anti-avoidance rule. You cannot use the statutory power to write yourself a wider way round the list. If a draft “tidies up” your amendment clause, check whether the draft widens the clause.

“Connected person” depends on your structure

Removing a benefit to trustees and people connected to them is a regulated alteration. The rules on the benefit itself are in can charity trustees be paid?. So is authorising one. In England and Wales, three sections of the Charities Act 2011 define who counts as connected. Each structure has its own:

• a charitable company: Charities Act 2011 s.200
• a CIO: Charities Act 2011 s.249
• an unincorporated association or trust: Charities Act 2011 s.280B(3)

The Commission’s summaries of the three lists read the same, with one difference. The trust version has no “member” limb, because a trust has no members. Whether the three sections are word-for-word identical was not established. Check the section for your structure, not a summary. Keeping track of who is connected, day to day, is build your conflicts of interest register.

One rule does differ by structure. Removing a clause that blocks a benefit the law already allows is not a regulated alteration. A company, CIO or association can usually do it without asking. A trust always needs the Commission’s authority. In CC36’s words, “the trustees will face a conflict of interest”. Same change, different answer.

One thing trustees can now do themselves: small ex gratia payments

Not every change is an amendment. Since 27 November 2025, trustees in England and Wales have their own power to make small ex gratia payments. An ex gratia payment is one the charity has no legal duty to make but feels morally bound to make.

For a small one, you no longer apply to the Commission. The limits rise with the charity’s income. We cannot yet print them here from our data.

The power came into force long after the rest of the Charities Act 2022. Any text from before late 2025 that calls the power available was wrong at the time. The power still does not apply to some objects held by a named list of national museums. And an application made before 27 November 2025 is decided under the old law.

Scotland and Northern Ireland

Scotland has one consent gateway and no ex gratia power. Northern Ireland has its own small-charity routes, and one open question.

Scotland: one gateway, and no ex gratia power at all

The Charities Act 2022 powers apply in England and Wales only. A Scottish charity has no four-way split.

OSCR’s consent covers a closed list, set by the Charities and Trustee Investment (Scotland) Act 2005. The list is purposes, name, winding up, reorganising, legal form, amalgamation and SCIO transfers. Other changes to the governing document need only notification to OSCR. Check which amendment route your charity uses sets that out.

One absence is worth stating. Scottish charity law has no ex gratia payments power. We searched the Charities and Trustee Investment (Scotland) Act 2005 for one, and found none. OSCR’s guidance has no ex gratia page either.

That is a checked absence, not a gap. How a Scottish charity should handle a moral-obligation payment was not confirmed. Ask OSCR before you rely on any view of it.

Northern Ireland: the small-charity routes, and what is not known

The Charities Act 2022 does not apply in Northern Ireland. The Charities Act (Northern Ireland) 2008 does, and three parts of it are established for this question.

A charitable company needs CCNI’s prior written consent for its regulated alterations (s.96). These are the objects clause, the dissolution provision and trustee benefits. Other changes to its articles follow company law.

Any non-company charity can change its administrative powers or procedure by trustee resolution, under s.127. It asks no one’s consent and notifies no one. An association with members also needs a members’ resolution.

A small unincorporated charity has a transfer power under s.123. The power is narrower than it looks. It works as a property-transfer power behind a gateway, not a general “change anything” power. Here is the s.123 gateway.

Charities Act (Northern Ireland) 2008 s.123(1), in force since 24 June 2013, applies ONLY to a charity that meets ALL three conditions: (a) gross income in its last financial year did not exceed £10,000; (b) it holds no designated land, or any designated land it holds has a total market value not exceeding £90,000; (c) it is not a company or other body corporate. There is no equivalent power for a larger unincorporated charity or a charitable company in NI — above the threshold, or for a company, trustees rely on an express power in their own governing document (and, for a company, CCNI's prior consent for a regulated alteration under s.96).

One thing was not established: the wider list for a larger unincorporated charity in Northern Ireland. We do not know which of its changes, beyond s.127, need CCNI’s consent. Do not read the England and Wales list across. Ask CCNI, or check your own amendment clause.

The amendment, step by step

For an England and Wales charity:

1. Check the change is not a regulated alteration for your structure. Include the anti-avoidance head and the trust conflict rule.
2. Draft the exact wording of each change. You will need to send the wording.
3. Pass the resolution at the majority your power requires, at a quorate meeting. Minute the quorum or unanimity.
4. Diarise the filing deadline from the date of the vote. Note the Commission, and Companies House if you are a company.
5. File the four documents with the Commission. An unincorporated charity also says which power it used.
6. Check the register shows the new document. See keep your register entry current.

If the change you need is to the purposes, go on to change your charitable purposes instead. That change usually needs the regulator’s authority, and it does not take effect on the day of the vote.

Common mistake: missing the filing deadline that starts on the day the resolution passes

Almost nobody knows there is one. CC36 asks for four papers to reach the Commission within a fixed period. They are the new governing document, the exact wording of the changes, the resolution, and proof of quorum or unanimity. A charitable company also has its own Companies Act filing window. The register copy stays wrong until the papers arrive.

Common mistake: assuming every change takes effect on the resolution date

For a non-regulated change it does, and that is the case people remember. A purposes change takes effect at a different moment for each structure:

• a CIO: the day the Commission registers it
• a charitable company: the day it is filed with Companies House on form CC04
• an unincorporated charity: the day it has both authority and a passed resolution

Acting on the date of the vote means acting on a change that has not happened.

Common mistake: checking “connected person” against the wrong section

The four CC36 descriptive lists read as identical. In England and Wales, three sections of the Charities Act 2011 apply by structure. The trust version has no “member” limb.

Removing a clause that blocks a benefit the law allows is not a regulated alteration. The exception is a trust. A trust always needs Commission authority for this, because its trustees face a conflict of interest. Whether the three sections are word-for-word identical was not established.

Common mistake: using the statutory power to give yourself a wider power of amendment

It looks like plain housekeeping. But adding or changing a power of amendment so that regulated alterations could be made without Commission authority is itself a regulated alteration. That rule is the anti-avoidance head of the unincorporated list. People often miss it.

Worked example

Tollgate Youth CIO wants to change its quorum and meeting-notice clauses. It is in England and Wales.

Neither clause is on the regulated-alterations list. So Tollgate does not need the Commission’s authority. The members pass a resolution: 75% of members voting at a general meeting (including proxy or postal), or a unanimous resolution otherwise. The change takes effect on the day of the vote.

That afternoon, the secretary diarises the filing deadline from the date of the vote. Before the deadline, Tollgate sends the Commission the new constitution and the exact wording of both changes. It also sends the resolution and the minute showing that the meeting was quorate.

Tollgate ends up with an amended constitution that took effect at the meeting. The Commission’s registered copy is updated after filing.