Royal Charter charities

This guidance has been produced by the Charity Commission with input from the Privy Council Office (PCO). Its aim is to assist charities governed by Royal Charter (or seeking Charter status) to understand how to engage with the both the Charity Commission and the PCO, when applying for a Royal Charter, making amendments, merging, requiring regulatory advice or authority. It also suggests the most effective routes for submission to enable applications to be handled efficiently.

How to use this guidance:

The following scenarios cover the most common queries asked by charities and by bodies seeking to become a charitable Charter body. Please identify the scenario which applies to your charity and then scroll down to the guidance for that scenario.

Applications for a Royal Charter:

1. We are not currently a registered charity.
2. We are currently an unincorporated registered charity.
3. We are currently a limited company, registered as a charity.

Amending your Royal Charter

4. Administrative amendments to our Charter [these are changes to the day to day management which do not make material changes to any of the following: the objects; the name, the payment of trustees (other than out of pocket expenses) and dissolution clause].
5. Regulated amendments to our Charter [these are changes that will materially affect one or more of the following: the objects; the name, the payment of trustees (other than out of pocket expenses) and dissolution clause].

nb Oxbridge Colleges should contact the Commission before submitting either administrative or regulated amendments to PCO

Mergers

6. Merge our charity with a Charter body: the Charter body will remain.
7. Merge the Charter body with another charity: the Charter body will be dissolved.

Advice and Authority

8. Request for advice on the powers of the trustees or their duties and responsibilities under charity law.
9. Request for formal authority to do a particular action that does not appear to be within the trustees' powers.

How to make your submission:

Please submit submissions by email only. Attachments should be in either Word or PDF formats to ensure that we can open them easily:

First submissions should be directed as follows:

PCO:

Email: PCOsecretariat@pco.x.gsi.gov.uk
Website: www.privy-council.org.uk

Post:

The Clerk of the Council
Privy Council Office
2 Carlton Gardens
London
SW1Y 5AA

Phone: 0207 747 5310

Charity Commission:

Website: www.charitycommission.gov.uk

Phone: 0845 3000 218

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Scenario 1

We wish to apply for a Royal Charter and also to register as a charity - we are not currently a registered charity.

Who to contact first?

PCO

What should we provide?

Please see Applying for a Royal Charter on the PCO website to consider whether your organisation can meet PCO's criteria for Charter status.

Please see our website guidance on registering a charity to consider whether your organisation can meet the criteria for charitable status and registration as a charity.

If you believe you can satisfy both sets of criteria, please submit the following to PCO:

  • documents as specified on PCO website
  • draft version of the Charter
  • outline proposals (including those related to public benefit)
  • information required to register as a charity. It may be that our Registration Division will require additional information before they can decide upon charitable status.

What is the sequence?

  1. PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter. Depending on the nature and functions of your organisation PCO may seek advice from a variety of advisers as part of reaching its decision.
  2. If PCO considers that your organisation meets the criteria for a Royal Charter it will contact the Commission for advice on the charitable status of the proposed body.
  3. The Commission will respond to the PCO and the PCO will notify you of the next steps you will need to take.
  4. If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will not liaise with the Commission. It will remain open to you to apply to the Commission to register as a charity.

If our applications for a Charter and for charitable status are both approved what will happen?

  • PCO will confirm to the Commission that the Charter has been granted (supplying them with a copy)
  • PCO will advise the trustees that they should make an application to register the charity, if its income exceeds £5,000. The process for registration can be found on the Charity Commission's website.

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Scenario 2

We wish to apply for a Royal Charter - we are currently an unincorporated registered charity.

Who to contact first?

PCO

What should we provide?

Please see Applying for a Royal Charter to consider whether your organisation can meet PCO's criteria for Charter status.
If you believe you can satisfy these criteria please submit the documents as specified on the PCO website.

Please also provide a copy of the existing charity's current governing document and of its latest statement of account. If the charity or its trustees administer other linked charities or special trusts please provide a summary of those charities and special trusts, including their respective incomes.

What is the sequence?

  1. PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter.
  2. If PCO agrees that your organisation meets the criteria for a Royal Charter it will contact the Commission to ascertain if the charity is currently subject to a cause for concern to the Commission eg the charity has not complied with its statutory duty to submit an annual report and accounts, or appears to be in financial difficulty.
  3. Depending on the nature and functions of your charity PCO may also seek advice from its other advisers concerning the proposal to grant Charter status.
  4. The Commission will then respond to PCO.
  5. If PCO is satisfied, on the basis of advice received from the Commission and other advisers, that it is appropriate to offer a Charter, it will notify you of the next steps you will need to take.
  6. If the unincorporated registered charity requires advice on dissolution and transfer of its assets and funds to the Charter Body, the Commission will provide that guidance.

If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will not liaise with the Commission.

If our applications for a Charter status is approved what will happen?

See Applying for a Royal Charter for details of key steps to granting of Charter.

When the Charter has been granted, the trustees of the Charter body should apply to the Commission to register as a charity. It is important to state in the application that the Charter body will replace the existing charity.

The trustees of the existing charity can start the process of winding up that charity as soon as the Charter body has been established by the granting of the Charter (rather than waiting for its registration to be complete). The process will vary according to the dissolution provisions of the existing charity

Once all the funds of the charity have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than six months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

The trustees should see the relevant guidance on the Commission's website and, where appropriate, complete the online form CSD-1077. The charity can then be removed from the Register of Charities.

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Scenario 3

We wish to apply for a Royal Charter - we are currently a limited company, which is a registered charity.

Who to contact first?

PCO

What should we provide?

Please see Applying for a Royal Charter to consider whether your organisation can meet the PCO's criteria for Charter status. If you believe you can satisfy these criteria please submit the documents as specified on the PCO website.

Please also provide a copy of the existing charity's current governing document and of its latest statement of account. If the charity or its trustees administer other linked charities or special trusts please provide a summary of those charities and special trusts, including their respective incomes.

What is the sequence?

  1. PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter.
  2. If PCO agrees that your organisation meets the criteria for a Royal Charter it will contact the Commission to ascertain if the charity is currently subject to a cause for concern to the Commission eg the charity has not complied with its statutory duty to submit an annual report and accounts, or appears to be in financial difficulty.
  3. Depending on the nature and functions of your body, PCO may also seek advice from its other advisers concerning the proposal to grant Charter status
  4. The Commission will then respond to PCO.
  5. If PCO is satisfied, on the basis of advice received from the Commission and other advisers, that it is appropriate to offer a Charter, it will notify you of the next steps you will need to take (see below).
  6. If the registered charitable company requires advice on dissolution and transfer of its assets and funds to the Charter Body the Commission will provide that guidance.

If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will not liaise with the Commission.

If our applications for a Charter is approved what will happen?

Please see Applying for a Royal Charter for details of Charter process up to granting of Charter.

When the Charter has been granted the trustees of the Charter body should apply to the Commission to register as a charity. It is important to state in the application that the Charter body will replace the existing charity.

The trustees of the existing charity can start the process of winding up that charity as soon as the Charter body has been established by the granting of the Charter (rather than waiting for its registration to be complete). The process will vary according to the dissolution provisions of the existing charity.

Once all the funds of the charity have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than 6 months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

Once dissolution is complete the trustees should refer to the relevant guidance on the Commission's website and, where appropriate, complete the online form CSD-1077. The charity will then be removed from the Register of Charities. The trustees should also contact the Companies Registrar with a view to the charity's removal from the Companies Register.

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Scenario 4

We wish to carry out administrative (day to day management) amendments to our Charter which do not make material changes to any of the following: the objects, the name, the payment of trustees (other than out of pocket expenses) and dissolution clause.

Who to contact first?

PCO

What should we provide?

Please see Amending a Royal Charter and submit the material specified to the PCO.

Please note that the Charity Commission will not need to see, and does not need to give consent to, administrative changes to Charters.

What is the sequence?

  1. PCO will evaluate the amendments proposed and consult with its advisors – this will vary according to the nature and functions of the Charter body - to see if they have any comments on the proposed changes.
  2. PCO will raise any queries directly with the charity.

If the proposed amendments are acceptable what will happen?

For details of Charter amendment process up to granting of Charter see Applying for a Royal Charter.

PCO will confirm to the charity that the Charter has been formally amended. If the charity is registered the trustees must then notify the Commission of the amendments so that the Register of Charities can be updated. This is the trustees' duty under s35 of the Charities Act 2011.

The Commission will need evidence of the updates as follows:

  • a copy of the minutes of the meeting at which the resolution was passed to amend the Charter; or a copy of the resolution that was passed to amend the Charter
  • a copy of the updated Charter

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Scenario 5

We wish to carry out ‘regulated' amendments to our Charter which will materially affect one or more of the following: the objects, the name, the payment of trustees (other than out of pocket expenses) and dissolution clause.

Who to contact first?

PCO

What should we provide?

Please see Amending a Royal Charter and submit the material specified to the PCO.

What is the sequence?

  1. PCO will evaluate the amendments proposed and consult with its advisors – this will vary according to the nature and functions of the Charter body- and the Charity Commission to see if they have any comments on the proposed changes.
  2. PCO and the Commission will consider the processes necessary to give effect to the proposed changes.
  3. PCO will raise any queries direct with the charity.

If the proposed amendments are acceptable what will happen?

The Charity Commission will confirm to PCO that the Commission does not object to the changes.

Other relevant advisor(s) to PCO will also confirm to PCO that they do not object to proposed amendments.

PCO will confirm to the charity that the Charter has been formally amended. If the charity is registered the trustees must then notify the Commission of the amendments so that the Register of Charities can be updated.

The Commission will need evidence of the updates as follows:

  • a copy of the minutes of the meeting at which the resolution was passed to amend the Charter or a copy of the resolution that was passed to amend the Charter
  • a copy of the updated Charter

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Scenario 6

We wish to merge a Charter body with another charity: the Charter body will remain.

Who to contact first?

PCO

What should we provide?

See the Commission's guidance Close or merge a charity but do not complete the application forms at this stage.

The trustees of the Charter Body must ensure that its objects are wide enough and sufficiently compatible to receive the non-Charter body's assets. If not, they must consider, before contacting PCO, how the objects would need to be amended in order to be suitable.

What is the sequence?

  1. PCO will consult with its advisors – this will vary according to the nature and functions of the Charter body - and the Charity Commission to see if they have any comments on the proposal.
  2. PCO will raise any queries direct with the Charter body and will advise the trustees if it can be amended to accept the assets of the other charity.

If the merger is approved what will happen.

The Charter body must bring into effect any amendments necessary for merger before the charity can proceed to the dissolution processes. The Charter body should notify the charity when the amendments have been brought into effect. The Charter body must also notify the Commission of the amendments if it is a registered charity.

The Charter body should send to the Commission:

  • a copy of the minutes of the meeting at which where the resolution was passed to amend the Charter (or a copy of the resolution that was passed to amend the Charter)
  • a copy of the updated Charter

The other charity will proceed with its dissolution. Once all the funds of the other charity and its linked charities/ special trusts have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than 6 months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

Once dissolution is complete the trustees should notify the Commission (and the Companies Registrar, if appropriate) with a view to the charity's removal from the Register of Charities (and the Companies Register, if appropriate).

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Scenario 7

We wish to merge the Charter body with another charity: the Charter body will be dissolved.

Who to contact first?

PCO

What should we do before applying and what should we provide?

Please see the guidance Close or merge a charity on the Commission's website, but do notcomplete the application forms at this stage

The trustees of the Charter body must:

  • provide a written summary of the Charter body's reasons for seeking a merger (financial or otherwise)
  • ensure that the non-Charter body's objects are wide enough and sufficiently similar to receive the Charter Body's assets - if they are not, the trustees of the non-Charter body must consider what amendments would be required

What is the sequence?

  1. PCO will consult with its advisors – this will vary according to the nature and functions of the Charter body.
  2. PCO will raise any queries direct with the other charity and will notify the Charter body if it will be permitted to dissolve and transfer its assets and what processes will need to be undertaken (by each of the charities).

If the merger is approved what will happen?

The non-Charter body must bring into effect any amendments necessary for merger before the Charter body can proceed to the dissolution processes. The non-Charter charity should notify the Charter body when the amendments have been brought into effect.

The non-Charter charity must also notify the Commission of the amendments if it is registered. It should send to the Commission:

  • a copy of the minutes of the meeting at which the resolution was passed to amend the Charter (or a copy of the resolution that was passed to amend the Charter)
  • a copy of the updated Charter

The Charter body will proceed with its dissolution. Once all the funds of the charity have been transferred the trustees will need to ensure that final accounts are prepared covering a period not less than 6 months and not more than 18 months. These accounts should illustrate and explain the transfers and should have closing balances of £0.00.

Once dissolution is complete the trustees should refer to the relevant guidance on the Commission's website and, where appropriate, complete the online form CSD-1077.

The Charter body must also advise PCO of its dissolution.

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Scenario 8

We want advice on the powers of the trustees or their duties and responsibilities under charity law

Who to contact first?

Charity Commission

What should we do?

The trustees should consult any relevant guidance on the Commission's website.

The trustees should also take independent legal advice, if necessary.

Only if there are any further questions should the trustees contact the Commission for bespoke advice.

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Scenario 9

We want formal authority to a particular action that does not appear to be within the trustees' powers.

Who to contact first?

Charity Commission

What should we do?

The trustees should first consult the Manage your charity pages on the Commission's website, which cover common trustee actions needing the Commission's involvement. If the Commission's authorisation is needed, the charity should complete the relevant online forms.

The trustees should also take independent legal advice, if necessary.

Only if there are any further questions, should the trustees contact the Commission for bespoke advice.

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