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Charities Act 2022

Type Public General Act
Publication 2022-02-24
State In force
Department Statute Law Database
Source legislation.gov.uk
Reform history JSON API

PART 1 — Purposes, powers and governing documents

Charitable companies

Alteration of charitable company’s purposes

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(2A) In considering whether to consent to an alteration falling within subsection (2)(a) the Commission must have regard to— (a) the purposes of the company when it was established, if and so far as they are reasonably ascertainable, (b) the desirability of securing that the purposes of the company are, so far as reasonably practicable, similar to the purposes being altered, and (c) the need for the company to have purposes which are suitable and effective in the light of current social and economic circumstances.

Charitable incorporated organisations

Amendments to constitution of CIOs

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(1) An amendment to a CIO’s constitution which would make a regulated alteration— (a) requires the prior written consent of the Commission, and (b) cannot take effect if such consent has not been obtained.

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(2A) In considering whether to consent to an alteration falling within subsection (2)(a) the Commission must have regard to— (a) the purposes of the CIO when it was established, if and so far as they are reasonably ascertainable, (b) the desirability of securing that the purposes of the CIO are, so far as reasonably practicable, similar to the purposes being altered, and (c) the need for the CIO to have purposes which are suitable and effective in the light of current social and economic circumstances.

(1A) An amendment to a CIO’s constitution that makes a regulated alteration falling within section 226(2)(a) takes effect— (a) when it is registered by the Commission, or (b) if later, on the date specified for that purpose in the resolution containing the amendment. (1B) Any other amendment to a CIO’s constitution takes effect (whatever the date on which the amendment is registered by the Commission)— (a) on the date the resolution containing it is passed, or (b) if a later date is specified for that purpose in the resolution containing the amendment, on that later date. (1C) Subsections (1A) and (1B) are subject to section 226(1).

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Unincorporated charities

Powers of unincorporated charities

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(280A) (1) This section applies to any charity which is not a company or other body corporate. (2) The charity trustees of such a charity may, if they are satisfied that it is expedient in the interests of the charity, resolve that the trusts of the charity should be amended in such manner as is specified in the resolution. (3) The power under subsection (2) is not exercisable in any way which would result in the institution ceasing to be a charity. (4) Subsection (5) applies in the case of a charity which has a body of members distinct from the charity trustees, any of whom are entitled under the trusts of the charity to attend and vote at a general meeting of the body. (5) In the case of a charity to which this subsection applies, a resolution under subsection (2) is effective only if— (a) it is passed by a majority of the charity trustees of the charity, and (b) it is approved by a further resolution which is passed— (i) at a general meeting, by not less than 75% of the members entitled to attend and vote at the meeting who vote on the resolution, (ii) at a general meeting, by a decision taken without a vote and without any expression of dissent in response to the question put to the meeting, or (iii) otherwise than at a general meeting, by the agreement of all the members entitled to attend and vote at a general meeting. (6) In the case of a charity other than one to which subsection (5) applies, a resolution under subsection (2) is effective only if it is passed by not less than 75% of the charity trustees of the charity. (7) An amendment to which subsection (8) applies— (a) requires the written consent of the Commission, and (b) is ineffective if such consent has not been obtained. (8) This subsection applies to an amendment— (a) which would alter the purposes of the charity; (b) which would alter a provision directing the application of property of the charity on its dissolution; (c) which would provide authorisation for any benefit to be obtained by charity trustees or members of the charity, or persons connected with them; (d) which would alter a restriction making property permanent endowment; (e) which would require the consent of a person other than— (i) a charity trustee of, or trustee for, the charity, or (ii) a member of the charity, if made otherwise than by virtue of this section; (f) which would affect any right directly conferred by the trusts of the charity on a person who— (i) is named in the trusts of the charity, or (ii) holds an office or other position specified in the trusts of the charity (other than that of charity trustee or member of, or trustee for, the charity); or (g) which would confer power on any person or persons to make an amendment falling within any of paragraphs (a) to (f). (9) But paragraphs (e) and (f) of subsection (8) do not apply where the person concerned consents to the amendment or is no longer in existence. (10) In considering whether to consent to an alteration falling within subsection (8)(a), or to the conferral of a power which would enable a person or persons to make such an alteration, the Commission must have regard to— (a) the purposes of the charity when it was established, if and so far as they are reasonably ascertainable, (b) the desirability of securing that the purposes of the charity are, so far as reasonably practicable, similar to the purposes being altered, and (c) the need for the charity to have purposes which are suitable and effective in the light of current social and economic circumstances. (280B) (1) A resolution under section 280A(2) takes effect on the latest of— (a) the date the resolution is passed, (b) the date specified in the resolution for it to take effect, (c) if relevant, the date on which the resolution required by virtue of section 280A(5)(b) is passed, and (d) if relevant, the date on which the Commission gives any consent required by virtue of section 280A(7). (2) For the purposes of section 280A(8)(c) “benefit” means a direct or indirect benefit of any nature, except that it does not include— (a) any remuneration whose receipt may be authorised under section 185, or (b) the purchase of any insurance which may be authorised under section 189. (3) For the purposes of section 280A(8)(c) the following persons are connected with a charity trustee or a member of a charity— (a) a child, parent, grandchild, grandparent, brother or sister of the trustee or member; (b) the spouse or civil partner of the trustee or member or of any person falling within paragraph (a); (c) a person carrying on business in partnership with the trustee or member or with any person falling within paragraph (a) or (b); (d) an institution which is controlled— (i) by the trustee or member or by any person falling within paragraph (a), (b) or (c), or (ii) by two or more persons falling within sub-paragraph (i), when taken together; (e) a body corporate in which— (i) the trustee or member or any connected person falling within any of paragraphs (a) to (c) has a substantial interest, or (ii) two or more persons falling within sub-paragraph (i), when taken together, have a substantial interest. (4) Sections 350 to 352 (meaning of child, spouse, civil partner, controlled institution and substantial interest) apply for the purposes of subsection (3).

Charities established etc by Royal charter or Act

Power to amend Royal charter

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After section 280B of the Charities Act 2011 (as inserted by section 3) insert—

(280C) (1) This section applies to any charity which is established or regulated by Royal charter. (2) The charity trustees of such a charity may resolve that the Royal charter should be amended in such manner as is specified in the resolution if— (a) they are satisfied that it is expedient in the interests of the charity to do so, and (b) there is no power under the Royal charter to make the proposed amendment. (3) Subsection (4) applies in the case of a charity which has a body of members distinct from the charity trustees, any of whom are entitled under the Royal charter to attend and vote at a general meeting of the body. (4) In the case of a charity to which this subsection applies, a resolution under subsection (2) may not be approved under subsection (6) unless— (a) it is passed by a majority of the charity trustees of the charity, and (b) it is approved by a further resolution which is passed— (i) at a general meeting, by not less than 75% of the members entitled to attend and vote at the meeting who vote on the resolution, (ii) at a general meeting, by a decision taken without a vote and without any expression of dissent in response to the question put to the meeting, or (iii) otherwise than at a general meeting, by the agreement of all the members entitled to attend and vote at a general meeting. (5) In the case of any other charity to which this section applies, a resolution under subsection (2) may not be approved under subsection (6) unless it is passed by not less than 75% of the charity trustees of the charity. (6) A resolution under this section takes effect when it is approved by Her Majesty by Order in Council.

Orders under section 73 of the Charities Act 2011: parliamentary procedure

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In section 73 of the Charities Act 2011 (powers to make schemes altering provision made by Acts, etc)—

Cy-près and schemes

Cy-près powers

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(63A) (1) Property given for specific charitable purposes which fail is applicable cy-près as if given for charitable purposes generally, if— (a) the court or the Commission by order so direct, or (b) the condition specified in subsection (3), (4) or (6) is met. (2) An order may be made under subsection (1)(a) if it appears to the court or the Commission— (a) that it would be unreasonable, having regard to the amounts likely to be returned to the donors, to incur expense with a view to returning the property, or (b) that it would be unreasonable, having regard to the nature, circumstances and amounts of the gifts, and to the lapse of time since the gifts were made, for the donors to expect the property to be returned. (3) The condition in this subsection is met if— (a) the property is a single gift of £120 or less, and (b) the charity trustees reasonably believe that during the financial year of the charity in which it is given the total amount given by the donor to the charity for the specific charitable purposes is £120 or less, unless at the time of giving the gift the donor states in writing that the gift must be returned if the specific charitable purposes fail. (4) The condition in this subsection is met if the property is given by a donor who, after the agreed actions are taken, is not identified or is not found. (5) The “agreed actions” are those agreed in writing between the charity trustees and the Commission as being reasonable in all the circumstances of the case to identify and find donors. (6) The condition in this subsection is met if the property consists of— (a) the proceeds of cash collections made— (i) by means of collecting boxes, or (ii) by other means not adapted for distinguishing one gift from another, or (b) the proceeds of any lottery, competition, entertainment, sale or similar money-raising activity, after allowing for property given to provide prizes or articles for sale or otherwise to enable the activity to be undertaken. (7) The Secretary of State may by regulations amend subsection (3)(a) or (b) by substituting a different sum for the time being specified there.

Proceeds of fund-raising: power of charity trustees to apply cy-près

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After section 67 of the Charities Act 2011 insert—

(67A) (1) Subsection (2) applies if— (a) money or other property is solicited to enable a charity to further specific charitable purposes, (b) money or other property is given as a result of that solicitation, and (c) some or all of that money or other property (or the property for the time being representing it or derived from it) is applicable cy-près by virtue of section 62(1)(a) or (b) or 63A. (2) The charity trustees of the charity may resolve that all the money or other property which is applicable cy-près by virtue of section 62(1)(a) or (b) or 63A be applied for such charitable purposes specified in the resolution as they consider appropriate, having regard to— (a) the desirability of securing that the purposes are, so far as reasonably practicable, similar to the specific charitable purposes for which the money or other property was given; (b) the need for the purposes to be suitable and effective in the light of current social and economic circumstances. (3) A resolution under this section must be passed by a majority of the charity trustees. (4) If a resolution passed under this section concerns money or other property with a value exceeding £1,000— (a) the charity trustees must send a copy of the resolution to the Commission, together with a statement of their reasons for passing it, and (b) the resolution does not have effect until the date on which the Commission consents to it in writing. (5) The Secretary of State may by regulations amend subsection (4) by substituting a different sum for the sum for the time being specified there.

Power of the court and the Commission to make schemes

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Before the italic heading preceding section 75A of the Charities Act 2011 insert—

(75ZA) (1) Any power of the court or the Commission to make a scheme in relation to a charity that is a charitable trust is also exercisable in relation to any other institution which is a charity. (2) Subsection (1)— (a) is subject to the provisions of this Act; (b) is to be treated as always having had effect.

Permanent endowment

Definition of “permanent endowment”

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In section 353 of the Charities Act 2011 (minor definitions), for subsection (3) substitute—

(3) For the purposes of this Act, property is “permanent endowment” if it is subject to a restriction on being expended which distinguishes between income and capital.

Amendment of powers to release restrictions on spending capital

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