Charitable companies - Obtaining the Commission’s consent to changes to a company’s articles of association
Under the Charities Act (Northern Ireland) 2008 (the ‘Act’), some changes to a charitable company’s articles of association must be approved by the Charity Commission for Northern Ireland before they take effect.
There are three regulated alterations:
any change to the statement of the objects (purposes) of the charity
any change to what happens to the charity's property on winding up
any change which authorises the charity's funds or property to be used to benefit the directors or members, or organisations connected with them.
Unless the articles of association of a charitable company state that the consent of the Commission is required for all proposed changes, charitable companies are free, in most cases, to make any changes which are not regulated alterations.
Regulated alterations require the consent in writing of the Commission before a special resolution making the alteration is passed by the charity.
Except in the case of changes to the statement of objects, an amendment will take effect from the date the special resolution is passed (provided our prior written consent was obtained). Where a charitable company amends its statement of objects, these amendments only come into effect once they are registered at Companies House.
The Act also specifies that the consent of the Commission is required for certain transactions. The transaction will not be able to legally take place if the prior written consent of the Commission has not been obtained. Transactions with directors of wholly owned subsidiary companies also require the prior written consent of the Commission.
For further information, or if you have any questions, please read our guidance Consents for charitable companies and our frequently asked questions (FAQs), which are available via the links below. A consents form is also available:
Our guidance Consents for charitable companies explains the above in more detail but if you still require further information please contact us on:
Telephone: 028 3832 0220
Textphone: 028 3834 7639