Updating charity constitutions

When and why would charities update their governing documents, what is the legal process involved, and when is Charity Commission consent required? Our charity law expert shares her insight in this guide to charity constitutions, explaining key considerations for trustees managing governance, compliance, growth and organisational change.

A charity’s constitution is one of its most important legal documents. Whether a charity is structured as a charitable company, Charitable Incorporated Organisation (CIO), trust or unincorporated association, its governing document provides the framework for how it operates and pursues its charitable purposes.

While many organisations view their constitution as something drafted at the point of establishment and then forgotten, charities often need to update their governing documents as they evolve, expand and respond to changing circumstances.

What are charity constitutions?

A charity’s constitution, also known as its governing document, sets out its charitable purposes, governance structure and the powers and restrictions that apply to trustees and, where applicable, members.

Depending on the charity’s legal structure, this may take the form of articles of association, a CIO constitution, a trust deed or association rules.

Trustees have a duty not only to comply with the constitution but also to ensure it remains fit for purpose. A governing document that no longer reflects how a charity operates can create practical, legal and regulatory difficulties.

Why do charities amend their constitutions?

Changes to charity constitutions are usually driven by organisational needs rather than a desire to revisit legal documents.

Strategic growth and change

As charities develop over the years, they often expand and change beyond their original scope. A charity established to deliver services in one location may wish to operate regionally or nationally, introduce new activities or collaborate with other organisations. In these circumstances, its existing objects may no longer accurately reflect its work.

Governance challenges

Many charities continue to operate under governing documents drafted years or even decades ago. Over time, provisions relating to trustee appointments, membership arrangements or decision-making processes can become outdated or impractical, creating governance challenges and operational inefficiencies.

Legal and regulatory developments

The charity sector has seen significant regulatory change in recent years, particularly in areas such as safeguarding, conflicts of interest and trustee accountability. While many requirements can be addressed through policies and procedures, older constitutions may not reflect modern governance expectations or Charity Commission guidance.

Funding requirements

Funders increasingly scrutinise governing documents as part of the grant application process. If a charity’s objects are drafted too narrowly, it may struggle to demonstrate eligibility for funding opportunities. As a result, constitutional amendments are often required to support fundraising and future growth.

Managing risk

Constitutional weaknesses often become apparent when disputes arise. Unclear voting procedures, uncertainty over decision-making powers or ambiguity regarding trustee appointments can all create governance risks. Updating the constitution can improve clarity, reduce the likelihood of disputes and strengthen organisational resilience.

Which changes require greater scrutiny?

Not all constitutional amendments are treated equally. Administrative changes, such as increasing the number of trustees or updating meeting procedures, are generally straightforward. However, more significant amendments attract greater regulatory oversight. These include:

• Changing the charity’s objects or purposes;
• Introducing trustee benefits;
• Altering permanent endowment provisions; and
• Amending dissolution arrangements.

These are commonly known as regulated alterations and often require Charity Commission consent before they can take effect.

How are charity constitutions amended?

The process depends on the charity’s legal structure.

Trusts and unincorporated associations

Since 7 March 2024, trusts and unincorporated associations have benefited from a statutory amendment power under section 280A of the Charities Act 2011, introduced by the Charities Act 2022.

Where a governing document contains an express power of amendment, trustees can usually rely on that provision. If no suitable power exists, section 280A may provide an alternative route. However, regulated alterations still require Charity Commission consent.

Charitable companies

Charitable companies amend their articles of association through a special resolution, typically requiring a 75% majority of members.

Where the proposed amendment constitutes a regulated alteration, Charity Commission consent must be obtained before the change can take effect.

Charitable Incorporated Organisations (CIOs)

The position for CIOs is broadly similar. Constitutional amendments are approved by member resolution, but regulated alterations require the Charity Commission’s prior written consent.

Charity Commission consent

Obtaining Charity Commission approval is often only part of the process. Trustees should also review funding agreements, loan arrangements and contractual commitments to identify any additional approvals or notification requirements.

Funders, in particular, may require consent before changes are made to a charity’s objects or governance arrangements. Identifying these requirements at an early stage can help avoid delays.

Changing charitable objects

Among all constitutional amendments, changing charitable purposes is often the most sensitive.

Since March 2024, when considering whether to approve a change of purposes, the Charity Commission must take into account the charity’s original purposes, the desirability of maintaining similar purposes where possible and the need to ensure the new purposes remain suitable and effective in current social and economic circumstances.

Trustees must therefore demonstrate that the proposed change is justified and in the charity’s best interests.

Filing and implementation

Approving a constitutional amendment is only the first step. Depending on the charity’s structure, filings may need to be made with Companies House, the Charity Commission or both.

Trustees should also ensure that amendments are implemented consistently across the organisation. This may involve updating governance documents, policies, websites, funding applications and annual reports.

Failure to do so can create confusion for stakeholders and increase compliance risks.

In summary

Charity constitutions should not be viewed as static legal documents. The constitution is the foundation of the organisation’s governance and should evolve as the charity’s activities, regulatory environment and operational needs change. By understanding the relevant legal powers, obtaining the necessary consents and implementing amendments effectively, trustees can ensure their governing documents continue to support the charity’s mission and long-term success.

If you are a charity trustee and wish to review or update your charity’s constitutional documents, please don’t hesitate to get in touch.

Our charities and not-for-profits team can help with all aspects of charity law, such as helping charities to comply with regulations.