Are we even allowed to make this change ourselves?

England and Wales: This page sets out all four routes, one per structure. Scotland: a different system — one OSCR consent gateway for a closed list of changes, and notification for everything else. Northern Ireland: a different system again — three routes by structure, one needing CCNI’s consent, one needing only notice, and one needing neither.

The four amendment routes in England and Wales

In England and Wales there are four amendment routes, one for each legal structure. Most guidance describes one. The Charity Commission’s guidance on changing a governing document is CC36. It now comes in four parts, one per structure. That split confirms the point.

This page assumes you know whether the problem is the purposes, the structure or something smaller. If the board has not agreed that yet, diagnose what actually needs to change first.

So before trustees change a charity’s constitution, write down its structure first. Your governing document will tell you:

• a company has articles of association
• a CIO has a constitution
• an association has a constitution or rules
• a trust has a trust deed

If you are unsure, map your governing document first. Which document goes with which structure is set out in draft your governing document.

Then read across the row. This table covers England and Wales only.

Structure	The power	Procedure and majority	What needs the Commission’s authority first
CIO	Charities Act 2011 s.224	75% of members voting at a general meeting (including proxy or postal), or a unanimous resolution otherwise	The three regulated alterations in s.226
Charitable company	Companies Act 2006 power to alter articles, with Charities Act 2011 s.198	Special resolution (75%), filed with the registrar under CA2006 ss.26, 30, 31	The three regulated alterations in s.198
Unincorporated association	Charities Act 2011 s.280A, or a power in your own constitution	s.280A(5) — a majority of trustees and a further resolution passed by 75% of members at a general meeting (or a no-dissent decision, or unanimous non-meeting agreement). Under a governing-document power instead - a majority of the members, unless that power sets different voting conditions.	The wider s.280A list — but only if you use s.280A
Trust	Charities Act 2011 s.280A, or a power in your trust deed	s.280A(6) — 75% of the charity trustees only. There is no member vote to hold. Some trust governing documents require amendment by deed.	The same wider list, again only under s.280A

For a charitable company and a CIO, the three regulated alterations are the same:

• changing the charitable purposes
• changing what happens to the property if the charity is dissolved
• allowing a benefit to trustees, members or people connected to them

The wider list for unincorporated charities

For an unincorporated charity using the statutory power, Charities Act 2011 s.280A(7)–(8) (England and Wales) adds to those three. CC36 sets the full list out as seven heads. You need the Commission’s authority to:

1. change the charity’s purposes
2. allow trustees, members or people connected to them to benefit
3. change what happens to the money or property on a voluntary closure
4. change restrictions that make property permanent endowment
5. make a change that affects the rights of third parties
6. make a change that would have needed a third party’s consent under your own power of amendment
7. add a power that would let you make any of these changes without the Commission’s authority

The last one stops a charity writing itself a way round the list. It looks like housekeeping. It is not.

The wider list is new since the Charities Act 2022. A trust used to the rules before March 2024 may not know this. More of its changes now need sign-off.

Two powers of amendment, and the list follows the power

An unincorporated charity in England and Wales may have two powers of amendment. Almost nobody has written about what follows from that. The two powers are:

• the statutory power in Charities Act 2011 s.280A
• a power of amendment in its own governing document, if it has one

The trustees may choose which one to use. The seven-head list applies only to the statutory power. CC36, verbatim:

“A power of amendment in your governing document may allow you to make changes that are ‘regulated alterations’ without the Commission’s authority.”

So the same change can need permission under one power and not under the other. Three limits come with that. They are not optional:

1. Conflicts still bring the Commission back. If the trustees have a conflict of interest they cannot manage, the change needs the Commission’s authority anyway. For example, the only members are the trustees, or too few members free of conflict are left to vote. For a small trust that will often be the case.
2. A trust’s own power must mention purposes. To change purposes with it, a trust deed’s power of amendment must specifically refer to purposes. A general power to amend “this deed” is not enough.
3. You cannot widen the escape hatch. Using s.280A to add or widen your own power, so that you can make regulated alterations without authority, is itself a regulated alteration.

You must tell the Commission which power you used. CC36’s notification list for these charities asks for “which power you used: the statutory power or a power of amendment in your governing document”. Record the choice in the minutes when you make it.

Companies and CIOs have no such choice. Their regulated alterations attach to the change itself, whatever route they take.

Section 275 is repealed

Charities Act 2011 s.275 is no longer the power to replace an unincorporated charity’s purposes. Many old templates still cite it. Charities Act 2011 ss.267–280 (England and Wales) were repealed outright on 7 March 2024. They survive only as a saving for resolutions passed under them before that date.

The citation is a useful tell. A template, article or old constitution that points to s.275 was written for the old rules. The live power for an unincorporated charity in England and Wales is s.280A.

Scotland: one gateway, and a deemed-consent default

Scotland has no four-way split. Under the Charities and Trustee Investment (Scotland) Act 2005, OSCR‘s prior consent is needed for a closed list of actions:

• changing purposes
• changing the charity’s name
• winding up or dissolving
• reorganising
• changing legal form
• transferring a SCIO’s undertaking
• amalgamating
• applying to court about any of these

Section 16 of the 2005 Act covers the core of that list, in Scotland. It works in two ways. For purposes, the charity must wait for a yes. Section 16(5) says, verbatim: “the charity must not proceed unless and until OSCR has given its consent.” For amalgamation and dissolution there is a default:

s.16(6) — deemed consent: "unless OSCR, within 28 days of the date on which notice is given under subsection (4)— (a) refuses its consent, or (b) directs the charity not to take the action for a period of not more than 6 months specified in the direction, OSCR is to be taken as having consented to it."

Any other change to a Scottish charity’s governing document needs only notification to OSCR. The charity notifies within a set period after the change. A shorter period applies to a court order or when a receiver is appointed.

Failing to ask for consent, or to notify in time, is itself a breach of trustee duty. SCIOs are outside s.16 and run on their own rules.

Northern Ireland: three routes by structure

Northern Ireland also splits by structure, but differently. The Charities Act (Northern Ireland) 2008 gives three routes:

A charitable company needs CCNI’s prior written consent for its regulated alterations. Without it they are ineffective. Section 96, in Northern Ireland:

A charitable company's "regulated alterations" — (a) amending the articles' objects clause, (b) altering the dissolution/distribution-on-winding-up provision, or (c) altering any provision that would authorise a benefit to directors, members or persons connected with them — require the Commission's prior written consent and are ineffective without it (s.96(2)). "Connected" for this purpose uses the SAME test as s.89(5)-(6) (s.96(4)(b)) — i.e. the trustee-benefit connected-person definition, not the land one. Where the company must file the amended articles, the special resolution, or amendment notice with Companies House, the filing must be accompanied by a copy of the Commission's consent (s.96(5)-(5A)); failing to do so triggers the same offence machinery as failing to file the resolution itself (s.96(6)).

A small unincorporated charity can replace its purposes by trustee resolution. It tells CCNI but needs no prior consent:

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.

Any non-company charity can change its administrative powers or procedure by trustee resolution, under s.127. An association with its own members also needs a members’ resolution at a general meeting. The majority is the one s.127 sets. Section 127 itself needs no consent from CCNI and no notice at all.

The Charities Act 2022 does not apply in Northern Ireland. The powers for unincorporated charities in ss.123–130 of the 2008 Act are in force. There is no CIO route to compare, because there is no CIO.

The note: four questions, in order

The deliverable is one page. It records the answers to four questions, in this order:

1. Our structure.
2. The power we are using. For an unincorporated charity, record both powers if you have both, and which one you chose.
3. The procedure and majority that power requires. Copy it from your governing document or from the row above.
4. Whether this change needs the regulator’s authority first. Yes, no, or “yes, because of a conflict we cannot manage”.

Then go to the step for your change. A new name: change your charity’s name. A change you can make yourselves: amend your governing document. New purposes: change your charitable purposes. A new structure: convert a charitable company to a CIO or move an unincorporated charity to a CIO. A possible merger: assess whether a merger is the right answer.

Common mistake: citing Charities Act 2011 s.275 — or anything in ss.267–280 — as the power to amend

Old templates and a lot of sector content still cite the old sections. Those sections of the Charities Act 2011 (England and Wales) were repealed outright on 7 March 2024. They survive only as a saving for resolutions passed under them before the repeal. The live power for an unincorporated charity is s.280A.

Common mistake: assuming the list of changes needing Commission consent is the same for every structure

The company and CIO lists are short and the same. Most guidance was written for them. The unincorporated list under s.280A in England and Wales is much wider. It adds permanent endowment restrictions, third-party consents and named-person rights to the usual heads. A trust used to the pre-2024 rules may not know that more of its changes now need sign-off.

Common mistake: an unincorporated charity reaching for the statutory power without reading its own power of amendment

The statutory power is new. The CC36 documents that spell out the choice came out only in June 2026. The regulated-alterations list bites only when s.280A is used. Your own power of amendment may allow the same change without Commission authority. Three limits come with that:

• conflicts the trustees cannot manage still need authority
• a trust’s own power must specifically refer to purposes
• you cannot use s.280A to widen the escape hatch

You must tell the Commission which power you used.

Common mistake: applying the England and Wales routes to a Scottish charity

Most published guidance is written for the Charities Act 2011. Scotland has one OSCR gateway for a closed list of changes. A purposes change needs OSCR to say yes. Amalgamation and dissolution have a timed deemed-consent default. England and Wales have four routes and no deemed consent anywhere. SCIOs are outside that gateway and run on their own code.

Worked example

Wrenfield Village Hall is an unincorporated association. The trustees want to change its purposes. Its constitution has its own power of amendment.

Structure: an association, so two powers are available.

Under s.280A, a purposes change is a regulated alteration. It needs the Commission’s authority first. The procedure is in the association row of the four-routes table. It is a trustee resolution, then a members’ resolution.

Under the constitution’s own power, the change may not need authority. But at Wrenfield most of the members are also trustees. That is a conflict the trustees cannot manage. So the Commission comes back in either way.

The trustees write a note. It records the structure and both powers. It names the one they will use, with its procedure and majority. The note also records that Commission authority is needed. They go on to change your charitable purposes.

This is the England and Wales position. A Scottish charity in the same position would need a single OSCR consent.