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| The law |
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Refer to an accountant |
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1. Power to change name |
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Where the governing document of a charity confers a specific name on a charity, that name may normally only be altered by: |
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- exercising a suitable power of amendment in the governing document;
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- a Scheme made by us under s16 of the 1993 Act; or
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- in the case of an incorporated charity, the exercise of company law.
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2. Incorporated charities |
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An incorporated charity (ie a charitable company) can change its name by amending its memorandum and articles of association by special resolution to (s.28 Companies Act 1985). The resolution must be lodged with the Registrar of Companies within 15 days (s.380 of the Act), and the change takes effect on the date the Registrar issues a certificate of change of name. |
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There can be no relaxation of this procedure, and the name of a charitable company should not be changed in our Register without sight of the certificate of change of name - or a certified copy of it. |
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Directors of charitable companies who wish to change their charity's name should be advised to check the acceptability of the name with Companies House before a resolution is passed. The charitable company should not adopt the name, however, until it has also been checked with us. |
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This is because, when registering a company, Companies House checks for names that are the "same as" existing names on its register, but does not check for names that are "too similar" (it has no power to reject these). There are other differences of approach that mean what may be acceptable to Companies House may not be acceptable to us - for example, see OG 18 C3 - Offensive names. |
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Therefore, we should advise incorporated charities to check the proposed name with us before they change an existing name with Companies House and incur costs on the change of name certificate, stationery re-printing costs etc. |
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If the proposed new name appears to be contentious, consult the Charity Names Officer or Names Legal Officer designated for your office (see OG 18 B3). |
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3. Unincorporated charities |
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3.1 With power of amendment
3.2 Without power of amendment |
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3.1 With power of amendment |
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An unincorporated charity may use any suitable power of amendment to make a name change. The procedures and conditions laid down in the governing document should be followed, and we should be notified of the new name. |
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3.2 Without power of amendment |
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Where an unincorporated charity lacks the necessary power of amendment, Regulation and Enablement Division (RED) could remedy matters by making a Scheme which would both give effect to the change of name, and (in the normal way) confer a qualified power of amendment for the future. However, because of the relatively high cost of making a Scheme solely for the purpose of achieving a formal change of name, we should firstly encourage the trustees to adopt the proposed new name as the working name (see OG 18 C5) for the charity. |
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The working name will then be placed on the Register as part of the charity's particulars detailed under s.3(3)(b) of the 1993 Act. It will be clearly and publicly identifiable with the charity, and may be used on all letterheads, promotional material, reports, and other literature. |
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Experience has shown that, in most cases, this result can be achieved without any difficulty for the charity - provided that the usual checks are made of CDB to ensure that the name is not the same as, or too like, that of another registered charity. It is our policy that s.6 criteria should be our guideline for this, and the trustees should be told the grounds for any objection to the new name, and invited to submit an alternative. |
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However, there must be no suggestion that we will make a direction under s.6 for a change of name, since our powers to make a direction do not extend to working names (see OG 18 C5). |
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If the trustees are insistent on a Scheme being made, then (again subject to the usual s.6 checks) we will confer a limited power of amendment and effect the change in that way. |
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4. Notifying the Commission |
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Any registered charity which changes its name must let us know. This will usually take the form of a letter or other advice received in RED, or of information received via the annual Register Check Form. In the latter case, initial screening and action in certain cases will be undertaken by Charity Database Division (CDD) Data Accuracy Team (see 5 below). |
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A charitable company should provide for inspection: |
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- the certificate of change of name (or a certified copy of it).
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An unincorporated charity should provide: |
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- in the case of an unincorporated association with members:
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- a certified copy of the resolution effecting the change (usually passed at a general meeting of the charity);
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- a certified copy of the resolution of the trustees effecting the change.
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On receipt of the notification, the new name should be checked to ensure that it is not caught by any of the provisions of s.6(2) of the 1993 Act (see OGs C1 to C5 of this series). In particular, CDB should be checked to ensure that the new name is not the same as, or too like, that of any other registered charity. If there is no objection to the name, the Register should be amended. |
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5. Action by Charity Database Division (CDD) |
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Details of particulars to be shown on the Register (which used to be included in the Database Update Form) are now included in the annual Register Check form. Information from these returns is collated by CDD (sited in Liverpool). Such information will usually include details of changes of charity name. |
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Where the charity involved is normally dealt with in London or Taunton: |
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- a photocopy of the relevant Register Check form page, or any separate letter or note, showing details of the name change will be forwarded by CDD for action (ie checking for s.6 compliance and alteration of the CDB entry) by the relevant RED.
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Where the charity is normally dealt with in Liverpool: |
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- if the information is notified via a separate letter or note attached to the Register Check form, the item will be referred to RED;
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- if the information is contained in the Register Check form itself, the CDD Data Accuracy Team will check to ensure s.6 compliance and update the CDB entry.
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In all cases: |
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- if it is considered that the new name does not comply with s.6(2), the case will be referred to RED for follow-up action.
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No correspondence concerning the suitability of any name will be undertaken by CDD. |
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