OG47 B2 - ALTERATIONS TO GOVERNING DOCUMENTS: CHARITABLE COMPANIES: WHEN IS OUR CONSENT REQUIRED?

In this section...

OPERATIONAL GUIDANCE

ALTERATIONS TO GOVERNING DOCUMENTS: CHARITABLE COMPANIES

CHARITY COMMISSION CONSENT NOT NEEDED

OG 47 B2 – 18 March 2008

Purpose

This guidance outlines the circumstances when our consent to alterations is not required.

Functional responsibility

For action

Charity Services

For information

Contents


The Law	Refer to a lawyer	Refer to an accountant

1. When our consent is not required for alterations
	With one exception, our written consent is not required for any alteration which does not fit within the definition of "regulated alteration" in section 64(2A) of the 1993 Act. The exception is where there is a specific requirement in the memorandum and articles of association to obtain the Commission’s consent to all amendments – this is usually only found in companies formed before 1982 and further guidance is at section 1.2 in OG47 B1.
	The criteria for judging when our consent is required can also be found in B1.

2. Action when our consent is not required
	Even in cases where we do not have to give consent to the alterations made to the memorandum and articles of association, the requirements of section 3(7)(b) of the Charities Act 1993, impose a duty on trustees to notify us of any changes in the governing document of the charity.
	Alterations to a memorandum and articles of association are always effected by special resolution - see section 3 of OG 47 C1. The trustees should, therefore, be asked to send us a signed copy of the resolution by which the alteration was made. They can notify us of the changes by submitting form CSD1388B together with a copy of the resolution and a copy of the revised Memorandum and Articles.

Glossary of Terms used in this Guidance
	trustees