Can we change what our charity is for?

England and Wales: This page sets out the position in full. Scotland: yes, with OSCR’s consent first — and through a statutory reorganisation regime rather than cy-près. Northern Ireland: yes, by three routes — a small unincorporated charity can do it by trustee resolution and notice, a charitable company needs CCNI’s prior consent, and the scheme route covers the rest.

What happens if you change a charity’s purposes without consent?

Nothing happens in law. A change to a charity’s charitable purposes is a regulated alteration in England and Wales. Without the Charity Commission’s prior written consent, the change is not late or irregular. It is no change at all. For trustees, that fact shapes everything else. This page assumes you have checked which amendment route your charity uses and know which power and procedure apply.

The Charities Act 2011 (England and Wales) says so in different words for each structure.

• Charitable company, s.198(1): the alteration “is ineffective if such consent has not been obtained.”
• CIO, s.226(1): the alteration “cannot take effect if such consent has not been obtained.”
• Unincorporated charity using the statutory power, s.280A(7): the alteration “is ineffective if such consent has not been obtained.”

Quote the one that applies to you. The result is the same. The charity goes on acting under purposes it does not legally have. It usually finds out at the worst moment: a merger, a land sale, a funder’s due diligence.

This is regulatory exposure, not personal liability. Nobody is fined. The risk is that the charity’s choices rest on a document that was never changed. The governance hub’s review and, where needed, amend your governing document covers this cliff edge in more depth.

The relevance test the Commission must now apply

The Charities Act 2022 added a new relevance test for purposes changes. The test has applied in England and Wales since 7 March 2024.

New CA2011 s.198(2A), inserted by CA2022 s.1(3): when deciding whether to consent to a purposes change the Commission MUST have regard to the charity's original purposes so far as ascertainable, the desirability of keeping the new purposes similar to those being altered, and the need for purposes "suitable and effective in the light of current social and economic circumstances."

For a charitable company, the words are in s.198(2A)(c): “the need for the company to have purposes which are suitable and effective in the light of current social and economic circumstances”. The same test appears for CIOs at s.226(2A) and for unincorporated charities at s.280A(10).

Write your application around that last limb. Most charities describe the future: what they want to do next. But the Commission has to weigh the past as well. That means the original purposes and how far the new ones depart from them.

The third limb is where past and future meet. It lets you show why the old purposes no longer work today, and why the new ones do.

A case built on that test covers four points:

1. The original purposes and what they aimed to achieve. Show you know them.
2. What has changed in the world around the charity. Need, population, other provision, the local economy.
3. Why the current purposes are no longer suitable and effective in those circumstances.
4. How close the new purposes stay to the old. Where they depart, say why the departure is needed.

Which law applies depends on when you applied

Two charities doing the same thing either side of 7 March 2024 are under different law. An application still open on that date is decided under the old test.

SI 2024/265 (England and Wales) saves the old law in three places.

Regulation 6 covers charitable companies. It applies where trustees applied before 7 March 2024 and the matter was not finished. Then the old sections continue “as if section 1 … had not come into force”. For CIOs, regulation 7 does the same. Regulation 8 protects resolutions already passed under the old unincorporated powers.

Section 280A itself has no saving, because it did not exist before that date. So any unincorporated application under the statutory power is under the new test.

Cy-près is a different route

Cy-près is not another word for changing purposes. Cy-près is a separate route for when a charity’s purposes have failed or can no longer be carried out. The Commission or the court makes a scheme to apply the property to new purposes.

It sits in Part 6 of the Charities Act 2011 (England and Wales), headed “Cy-près powers and variation of charters”. It is sometimes placed in Part 13. That is wrong. Part 13 holds the unincorporated amendment power, s.280A. The occasions for applying property cy-près are in s.62.

s.62 (unamended by CA2022, "no known outstanding effects") — the original purposes may be altered cy-près where: (a) they have been fulfilled as far as may be, or cannot be carried out, or not according to the directions given and to the spirit of the gift; (b) they provide a use for part only of the property; (c) the property and other property applicable for similar purposes can be more effectively used in conjunction; (d) the purposes were laid down by reference to an area or class that has ceased to be suitable or practical; (e) they have been adequately provided for by other means, ceased to be charitable, or ceased to provide a suitable and effective method of using the property.

If your charity can still carry out its purposes and wants to change them, use the amendment route: consent, then the resolution. If the purposes have failed, cy-près may be the route. Talk to the Commission about that. The same route comes up when a grant cannot be spent and no funder is left to ask: see handle an underspend, overspend or change of plan. It comes up again for restricted funds when a charity closes: see settle liabilities and deal with restricted funds.

Scotland: consent first, and reorganisation rather than cy-près

In Scotland a purposes change needs OSCR‘s affirmative consent. There is no deemed consent for purposes. Section 16(5) of the Charities and Trustee Investment (Scotland) Act 2005 says: “the charity must not proceed unless and until OSCR has given its consent”.

Scotland has no cy-près in the England and Wales form. It uses the statutory reorganisation regime in ss.39–43 of the 2005 Act. OSCR’s consent is the gate. A reorganisation scheme can:

• vary the constitution
• transfer the property to another charity
• amalgamate

A scheme is open if any one of the reorganisation conditions in s.42(2) is met.

s.42(2), the 'reorganisation conditions': (a) some or all of the charity's purposes — (i) have been fulfilled as far as possible or adequately provided for by other means, (ii) can no longer be given effect to (whether or not in accordance with the directions or spirit of its constitution), (iii) have ceased to be charitable purposes, or (iv) have ceased in any other way to provide a suitable and effective method of using its property, having regard to the spirit of its constitution; (b) the purposes of the charity provide a use for only part of its property; (c) a provision of the charity's constitution (other than a provision setting out the charity's purposes) can no longer be given effect to or is otherwise no longer desirable; and (d) it is desirable to introduce a provision (other than a provision setting out a new purpose) to a charity's constitution. ANY ONE condition suffices.

Since 1 April 2024 the same rules also reach endowments held by charities set up by Royal charter or by statute. The change came in under the Charities (Regulation and Administration) (Scotland) Act 2023. Those endowments used to be outside it.

OSCR publishes how long its decisions take.

Per OSCR's guidance: "large" charities are those with gross income of £250,000 or more; "small" below that; "very small" means a small charity with no heritable property or private-company shares and income under £1,000 a year. Applications for large and small charities "take an average of 6 months"; very small charities get a decision within 13 weeks with no publication.

Northern Ireland: three routes

The Charities Act 2022 does not apply in Northern Ireland. The Charities Act (Northern Ireland) 2008 gives three routes.

A small unincorporated charity can replace its purposes itself. It needs no prior consent, only notice to CCNI, under s.126.

An unincorporated charity with gross income ≤£10,000 in its last financial year, holding no designated land, and not a company may replace all or any of its PURPOSES by a two-thirds trustee resolution, provided the new purposes are charitable and (so far as practicable) similar in character. The resolution must be sent to the Commission with reasons; the Commission may direct public notice (28 days for representations) and may seek further information; the resolution takes effect 60 days after the Commission receives the copy (subject to the Commission acting under s.124 in that window). No prior consent is required — only notification and a waiting period.

A charitable company needs CCNI’s prior written consent to change its objects clause. Without it, the change is ineffective (s.96).

Everyone else uses the cy-près occasions and the scheme power in ss.26–30 of the 2008 Act. So do trustees who want a formal scheme. Both are in force in Northern Ireland.

The order: consent, then the resolution

For an England and Wales charity:

1. Confirm your route in check which amendment route your charity uses: structure, power, and whether consent is needed.
2. Draft the new purposes and the application, built on the relevance test above. How purposes are worded is covered in write your purposes.
3. Apply to the Commission and wait for written consent. Do not act on the new purposes before it arrives.
4. Pass the resolution at the majority your power requires.
5. Complete the step that makes it take effect. A CIO’s change takes effect when the Commission registers it. A charitable company’s takes effect when it is filed at Companies House on form CC04, with the consent attached. An unincorporated charity’s takes effect when it holds both the consent and the passed resolution.

For a charitable company, the Commission’s consent must go to Companies House with the filing. Leaving it out is an offence by the company and every officer in default. The offence is in Charities Act 2011 s.198(5), which applies Companies Act 2006 s.30(2)–(4). See amend your governing document for the filing clock.

If the new purposes are part of a bigger change, the next page depends on which. For a change of structure, convert a charitable company to a CIO or move an unincorporated charity to a CIO. For a merger, assess whether a merger is the right answer.

Common mistake: making the change first and asking the Commission afterwards

The members have voted, so it feels done.

But in England and Wales a regulated alteration made without prior written consent “is ineffective” for a charitable company. The same goes for an unincorporated charity using the statutory power. For a CIO, it “cannot take effect”.

The charity will have acted on a change that never legally happened. This is regulatory exposure, not personal liability.

Common mistake: writing the application around what the charity wants to do next, rather than the statutory relevance test

Charities describe the future, but the Commission has to weigh the past. It must have regard to three things:

• the original purposes, so far as ascertainable
• the desirability of keeping the new purposes similar
• the need for purposes “suitable and effective in the light of current social and economic circumstances”

Build your case around the last one.

Common mistake: assuming an application lodged before the new test commenced is decided under it

Reading the start date alone gives the wrong answer. Applications still open on 7 March 2024 are decided under the old law in England and Wales. Two charities doing the same thing either side of that date are under different tests.

Common mistake: treating cy-près as a synonym for changing purposes

Both end with different purposes. But cy-près is a different route with its own statutory occasions. It sits in Part 6 of the Charities Act 2011 (England and Wales), not Part 13. Scotland has no cy-près in this form. It uses the statutory reorganisation regime instead.

Worked example

Wrenfield Village Hall wants to widen its area of benefit from one parish to three neighbouring parishes. Wrenfield is an unincorporated association in England and Wales.

A change of area of benefit is a change of purposes. Most of Wrenfield’s members are also its trustees. So the trustees cannot manage the conflict without the Commission. They use the statutory power. The change needs the Commission’s prior authority.

They build their case around the third limb of the relevance test. It sets out plainly the original purpose: a hall for one parish. Then it shows what has changed. The neighbouring halls have closed, and the parish alone can no longer keep the building going. The new purposes keep the same kind of benefit and widen the area.

The consent arrives. The members then pass the resolution. Wrenfield is unincorporated, so the change takes effect only once it holds both the consent and the passed resolution. A Scottish village hall in the same position would need OSCR’s affirmative consent first.

The outcome: written consent on file before anyone relies on the resolution, then a registered purposes change.