There are four sets of rules, not one. A charitable company, a CIO, an unincorporated association and a trust each amend their governing document differently, and the differences are not cosmetic. They change which power you use, how many of your changes need the Commission’s authority, who has to vote and by what margin, and the date your change actually takes effect. The Charity Commission rewrote all four pages of its guidance on 25 June 2026 and gave each form its own page, which tells you something about how far apart they are.
This covers amending the document you have. Changing legal form – a company becoming a CIO, say – is a different process entirely. Royal Charter charities, charities governed by an Act of Parliament and exempt charities all sit outside this and should go to the Commission or their principal regulator directly.
If the amendment you have in mind is a symptom of a governing document that no longer fits the charity, governance support is the wider conversation. What follows is the process.
Start by working out which power you have
Charitable companies and CIOs have one route each. A company’s power of amendment comes from company law, a CIO’s comes from charity law, and neither has an alternative. You use that power, and you follow any extra conditions your own document imposes on top of it – a higher voting threshold, a founder’s approval, a requirement to consult someone.
Trusts and unincorporated associations have a choice, and this is where the real difference starts. Both have a statutory power that comes from charity law. Both may also have a power of amendment written into their own trust deed or constitution. When both exist, the trustees pick which one to use, and the choice changes what needs the Commission’s authority.
Using your own power of amendment can let you make changes that would be regulated alterations under the statutory power, without asking the Commission. That sounds like the obvious route, and sometimes it is. Two conditions bite. If the clause requires a third party’s consent – a founder, a parish council, a religious authority – you have to get it. And if the trustees have a conflict of interest they cannot manage, you need Commission authority regardless of which power you used.
Trusts carry one extra condition. A power of amendment in a trust deed has to refer to purposes specifically before it can be used to change purposes. A general power to amend the deed is not enough.
Which changes need the Commission’s authority
The changes that need Commission authority before they can take effect are called regulated alterations. Published guidance tends to say there are three of them. That is true for two of the four legal forms.
For a charitable company or a CIO, there are three. Changing the charity’s purposes. Adding or amending a clause that lets trustees, members or people connected to them benefit from the charity. Changing what happens to the charity’s money or property if it closes voluntarily.
For a trust or an unincorporated association using the statutory power, there are seven. The same three, plus four more: changing a restriction that makes property a permanent endowment, changing the rights of a third party named in the governing document, making a change that would have needed a third party’s consent had you used your own power of amendment, and adding or amending a power of amendment that would let you make regulated alterations without asking the Commission in future.
Beyond the lists, any change where the trustees face a conflict of interest they cannot manage needs Commission authority, whatever form the charity takes and whichever power it uses. That catches more small charities than it sounds like it should, because a board where the trustees are also the only members has no unconflicted votes available to it.
One difference between forms is worth stating on its own. The law already permits certain trustee benefits – payment for goods or services in some circumstances, trustee indemnity insurance. If your governing document has a clause blocking those, removing it is a non-regulated change for a company, a CIO or an unincorporated association, and needs no authority. For a trust, the same removal needs Commission authority, because the trustees are conflicted and there are no members to outvote them. Identical amendment, opposite answer, decided entirely by legal form.
The order you do things in
For a regulated alteration in a charity with members, the sequence runs: trustees resolve to put the change forward, the Commission authorises it, and then the members vote. The Commission is explicit that you should ask for authority before agreeing the change with your members. Before any of that, the trustees have to decide the change is in the charity’s best interests.
Trusts follow a different sequence. With no members to consult, the Commission’s guidance has the trustees pass their resolution first and seek authority after, and the change takes effect once both are in place. The order matters less here because the same people are doing both, but the resolution still has to record the reasoning that supports the application.
Getting the order wrong is expensive. A board that calls a general meeting, passes the resolution and then applies may find the Commission will not authorise the change, or will authorise a different version of it. That means a second meeting, a second set of notices and a second vote.
That decision has conditions attached. If the change could be controversial or of public interest, tell the Commission. If it affects your beneficiaries – and a change of purposes almost always does – you should consult before you decide, not after. The Commission can require public notice before it gives authority, and can give notice itself. A board that has already voted and announced the change to its funders is in an awkward position when that happens.
Whatever route you take, keep the record. The Commission asks how you reached the decision, what you considered, and how you managed any conflict. Reasoning that exists only in people’s memories is not evidence.
Thin minutes are where this comes apart. The Commission asks you to confirm the meeting was quorate and to show the reasoning behind the decision. The Trustees Meeting Minutes Template is a structured Word template built around CC48, with blocks for resolutions, voting outcomes, conflict declarations and the reasoning behind each decision, plus guidance notes on what to record and what to leave out.
Who has to agree, and by how much
The thresholds differ by legal form, and for CIOs and unincorporated associations there is the same trap – what counts as a pass changes depending on whether you vote in a meeting or outside one.
A CIO needs 75% of the members who vote at a general meeting, including those voting by proxy or by post. Outside a general meeting, in writing or online or by post, it needs every member to agree. Not 75% – all of them.
A charitable company needs a special resolution. At a general meeting, that means 75% of the members present or voting by proxy. As a written resolution, it means 75% of the members eligible to vote. The company is the only one of the four where the written route does not require unanimity.
An unincorporated association using the statutory power needs 75% of the members who attend and vote at a general meeting, or agreement from all its members if the vote happens another way its constitution allows. It can also pass a resolution without a vote if nobody objects when the change is put to a meeting. Using its own power of amendment instead, it follows whatever the constitution specifies.
In a foundation CIO or a small association, where the trustees are also the only members, you still pass two separate resolutions. Same people, same room, two distinct decisions, minuted separately.
A trust has no members, so the trustees decide alone – but the threshold is 75% of all the trustees, not 75% of those who turn up. On a board of six, that means five trustees agreeing, so two absences sink it. The vote has to happen in a meeting unless the trust deed allows another method, and some trust deeds go further, requiring the amendment itself to be executed as a deed, signed and witnessed, rather than made by resolution alone.
What you send, and by when
A CIO sends the Commission its amended constitution, the exact wording of every clause changed or added, a copy of the members’ resolution, and confirmation that the meeting was quorate or that every member agreed if the vote happened outside a meeting. For regulated alterations, confirmation that you have the authority. Fifteen days from the resolution.
A charitable company has two filings. Companies House gets the special resolution, the amended articles and a copy of the Commission’s written authority within fifteen days. The Commission gets the same information as a CIO would send, plus the company number, as soon as possible – there is no fifteen-day deadline on that one, which is why it gets forgotten.
A trust or an unincorporated association sends the resolution and, where required, the deed, along with the changed wording and confirmation of quorum. There is no statutory deadline, but the guidance says as quickly as possible, and some governing documents set their own period. Both also have to say which power they used, statutory or their own, which the incorporated forms are not asked.
Unregistered charities, linked charities and special trusts contact the Commission separately rather than using the online route.
When the change takes effect
Four forms, four answers, and the date matters because acting on a purpose you do not yet have is acting outside your objects.
A CIO’s change of purposes takes effect on the day the Commission registers it, or a later date named in the resolution that falls on or after registration. Not the day of the vote.
A charitable company’s change of purposes takes effect only when form CC04 is filed at Companies House, and you must have Commission authority before you file. Its other regulated alterations take effect when the members pass the special resolution, or a later date on or after the Commission’s authority.
A trust’s regulated alteration takes effect on the day it has both the Commission’s authority and the trustees’ resolution. An unincorporated association works the same way, with a members’ resolution in place of the trustees’.
Changes that do not need authority take effect on the day the resolution passes, or a later date written into it. Picking a later date is sometimes the reasonable move, so a change lines up with the start of a financial year.
What people get wrong
Renumbering clauses needs no authority. That one is a relief to boards tidying up a document that has been amended piecemeal for twenty years.
A clause defining where your charity works or who its beneficiaries are can amount to a change of purposes even though it sits nowhere near the objects clause. If it does, it needs authority. So do small changes to the wording of the objects themselves – the Commission is explicit that even minor rewording can shift the meaning.
The connected person definition lives in three different places. Section 200 of the Charities Act 2011 for charitable companies, section 249 for CIOs, section 280B(3) for trusts and unincorporated associations. The list of people is broadly the same – children, parents, grandchildren, grandparents, siblings, spouses and civil partners, business partners, and organisations in which any of them hold a controlling or substantial interest. The reference is not, and citing the wrong section in an application does not inspire confidence.
Permanent endowment, designated land and special trusts sit outside all of this. They usually have their own governing document, separate from the charity’s, and changing how they can be used follows different rules. Before you amend anything, be clear which document you are amending.
If your objects are the thing that no longer works, that is a bigger question than the amendment process. Our guide to writing charitable objects covers what has to be true of them, and the existing article on what a governing document contains sets out the provisions the Commission expects to see.
Deciding whether to change it at all
The process is manageable. The judgement in front of it is harder – whether the clause is genuinely the obstacle, or whether the board has grown around a document it stopped reading. Charities amend quorum provisions to fit the trustees they have, when the real problem is that recruitment stopped four years ago.
Book a call if you want to work out which one you are looking at before you commit to an application.
