Royal Charter charities
Guidance for charities governed by Royal Charter, or seeking Charter status.
Applies to England and Wales
About this guidance
This guidance is from the Charity Commission with input from the Privy Council Office (PCO).
Royal Charter charities or those seeking Charter status need to involve the Commission and/or the PCO to:
- apply for a Royal Charter
- make amendments
- merge with another charity
- get regulatory advice or authority
This guide explains when and how to approach the Commission and PCO to enable applications to be processed efficiently.
Choose the scenario that fits your query from the sections below.
Applications for a Royal Charter
Organisation wishes to apply for a Royal Charter and also to register as a charity – it is not currently a registered charity
Who to contact first
PCO
What to provide
See Applying for a Royal Charter to consider whether your organisation can meet PCO’s criteria for Charter status.
See the Commission’s 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, submit the following to PCO:
- documents as specified on the PCO website
- outline proposals (including those related to public benefit)
- information required to register as a charity – the Commission may need additional information to decide upon charitable status
What will happen
- 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.
- 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.
- The Commission will respond to the PCO and the PCO will notify you of the next steps you will need to take.
- 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.
At the end of the detailed process of consideration, if the application for a Charter is approved
- PCO will confirm to the Commission that the Charter has been granted (supplying them with a copy).
- PCO will advise the trustees whether they should make an application to register the charity, if its income exceeds £5,000. Following receipt of an application, the Commission will make a decision on the Charter body’s charitable status.
Unincorporated registered charity wishes to apply for a Royal Charter
Who to contact first
PCO
What to provide
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, submit the documents as specified on the PCO website.
In addition, provide a copy of your charity’s current governing document and its latest statement of account. If the charity or its trustees administer other linked charities or special trusts, provide a summary of those charities and special trusts, including their respective incomes.
What will happen
- PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter.
- 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, for example, the charity has not complied with its statutory duty to submit an annual report and accounts, or appears to be in financial difficulty.
- 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.
- The Commission will then respond to PCO.
- 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.
- If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will inform the Commission of its decision.
If the application for a Charter is approved
When the Charter has been granted, the trustees of the Charter body should apply to the Commission to register it as a charity. It is important to state in the application that the Charter body will replace the existing charity.
As the Charter body will replace the existing charity, the assets of the existing charity will have to be transferred to the new Charter body. Read our guidance on how to transfer charity assets for information.
The trustees of the existing charity can wind up that charity. The process will vary according to the dissolution provisions of the existing charity. There is guidance on the Commission’s website: How to close a charity.
If the existing charity receives, or expects to receive, significant legacy income, it should seek legal advice before deciding whether to dissolve the existing charity. This is to consider what steps can be taken to ensure that bequests to the existing charity pass to the newly merged charity. This is usually achieved by registering the merger on the register of mergers.
Once dissolution is complete, complete the online closure form. The charity will then be removed from the register of charities.
Charitable company or charitable incorporated organisation (CIO) wishes to apply for a Royal Charter
Who to contact first
PCO
What to provide
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, submit the documents as specified on the PCO website.
In addition, provide a copy of the existing charity’s current governing document and its latest statement of account. If the charity or its trustees administer other linked charities or special trusts, provide a summary of those charities and special trusts, including their respective incomes.
What will happen
- PCO will evaluate the evidence submitted to establish whether your organisation meets the criteria for the grant of a Royal Charter.
- 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 for example, the charity has not complied with its statutory duty to submit an annual report and accounts, or appears to be in financial difficulty.
- 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.
- The Commission will then respond to PCO.
- 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).
- If PCO does not agree that your organisation meets the criteria for a Royal Charter it will advise you accordingly. It will inform the Commission of its decision.
If the application for a Charter is approved
When the Charter has been granted the trustees of the Charter body should apply to the Commission to register it as a charity. It is important to state in the application that the Charter body will replace the existing charity.
As the Charter body will replace the existing charity, the assets of the existing charity (a charitable company or CIO) will have to be transferred to the new Charter body. Read our guidance on how to transfer charity assets for information.
The trustees of the existing charity can then wind up that charity. The process will vary according to the dissolution provisions of the existing charity or whether the charity is using the statutory powers to dissolve. There is guidance on the Commission’s website: How to close a charity.
If the existing charity receives, or expects to receive, significant legacy income, it should seek legal advice before deciding whether to dissolve the existing charity. This is to consider what steps can be taken to ensure that bequests to the existing charity pass to the newly merged charity. This is usually achieved by registering the merger on the register of mergers.
Once dissolution is complete, complete the online closure form. The charity will then be removed from the register of charities.
The trustees of charitable companies should also apply to Companies House to remove it from the companies register.
Amending your Royal Charter: Oxbridge Colleges
Oxbridge Colleges should contact the Commission before submitting either administrative or regulated amendments to PCO.
Amending your Royal Charter: administrative changes
Charity wishes to make administrative amendments to its 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
If there is an express power of amendment in your Charter to make changes to your Charter, you must follow the provisions set out in that power of amendment.
If there is no express power of amendment in your Charter to make the changes, you can use the power of amendment in section 280C of the Charities Act 2011 (as amended) to make changes to your Charter. If you use the power of amendment in section 280C of the Act, then you must pass a resolution.
If your charity does not have a body of members that are entitled to attend and vote at a general meeting (different to your body of trustees), then the resolution must be passed by at least 75% of all of the trustees of the charity. This means at least 75% of all of the trustees of the charity, not simply those present at the meeting.
If you are using the section 280C power and your charity does have that body of members, then a resolution must be passed by a majority of the trustees of the charity. This means a majority of all the trustees of the charity, not simply those present at the meeting. It must also be approved by a further resolution of the members. This can either be:
- at a general meeting, by at least 75% of the members entitled to attend and vote at the meeting who vote on the resolution
- at a general meeting, by a decision taken without a vote and without any disagreement
- by the agreement of all of the members entitled to attend and vote at a general meeting
It is important that you keep records of this decision-making.
Amendments made under either power will need PCO approval.
Who to contact first
PCO
What to provide
See Amending a Royal Charter and submit the material specified to the PCO.
The Commission will not need to see, and does not need to give consent to, administrative changes to Charters.
What will happen
- PCO will evaluate the amendments proposed and consult with its advisers (this will vary according to the nature and functions of the Charter body) for any comments on the proposed changes.
- PCO will raise any queries directly with the charity.
If the proposed amendments are acceptable
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’ responsibility under section 35 of the Charities Act 2011.
The Commission will need:
- a copy of the resolution that was passed to amend the Charter
Use this form: Change Your Charity’s Details
Amending your Royal Charter: ‘regulated’ amendments
Charity wishes to make ‘regulated’ amendments to its 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
If there is an express power of amendment in your Charter to make changes to your Charter, you must follow the provisions set out in that power of amendment.
If there is no express power of amendment in your Charter to make the changes, you can use the power of amendment in section 280C of the Charities Act 2011 (as amended) to make changes to your Charter. If you use the power of amendment in section 280C of the Act, then you must pass a resolution.
If your charity does not have a body of members that are entitled to attend and vote at a general meeting (different to your body of trustees), then the resolution must be passed by at least 75% of all of the trustees of the charity. This means at least 75% of all of the trustees of the charity, not simply those present at the meeting.
If you are using the section 280C power and your charity does have that body of members, then a resolution must be passed by a majority of the trustees of the charity. This means a majority of all the trustees of the charity, not simply those present at the meeting. It must also be approved by a further resolution of the members. This can either be:
- at a general meeting, by at least 75% of the members entitled to attend and vote at the meeting who vote on the resolution
- at a general meeting, by a decision taken without a vote and without any disagreement
- by the agreement of all of the members entitled to attend and vote at a general meeting
It is important that you keep records of this decision-making.
Amendments made under either power will need PCO approval.
Who to contact first
PCO
What to provide
See Amending a Royal Charter and submit the material specified to the PCO.
What will happen
- PCO will evaluate the amendments proposed and consult with its advisers (this will vary according to the nature and functions of the Charter body) and the Commission for any comments on the proposed changes.
- PCO and the Commission will consider the processes necessary to give effect to the proposed changes.
- PCO will raise any queries directly with the charity.
If the proposed amendments are acceptable
The Commission will confirm to PCO that the Commission does not object to the changes.
Other relevant advisers to PCO will also confirm to PCO that they do not object to the 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:
- a copy of the resolution that was passed to amend the Charter
Use this form: Change Your Charity’s Details
Mergers
Charter body wishes to merge with another charity; the Charter body will remain
Mergers can be complex. Read our guidance on collaborative working and mergers and how to transfer charity assets for more information. Trustees should also consider seeking legal or other professional advice to ensure they understand what is required.
Who to contact first
PCO
What to provide
See the Commission’s guidance How to close a charity but do not complete the form 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 will happen
- PCO will consult with its advisers (this will vary according to the nature and functions of the Charter body) and the Commission for any comments on the proposal.
- PCO will raise any queries directly with the Charter body and will advise the trustees if its Charter can be amended to accept the assets of the other charity.
If the merger is approved
The Charter body must bring into effect any amendments necessary for the merger before the charity can proceed to the dissolution processes if it is going to be dissolved. 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 and send to the Commission:
- a copy of the resolution that was passed to amend the Charter
The next step in the process is otherwise the same as when an unincorporated charity, a charitable company or CIO becomes a Charter charity – this process is outlined earlier in this guidance.
Charter body wishes to merge with another charity; the Charter body will be dissolved
Mergers can be complex. Read our guidance on collaborative working and mergers and how to transfer charity assets for more information. Trustees should also consider seeking legal or other professional advice to ensure they understand what is required.
Who to contact first
PCO
What to do before applying and what to provide
See the Commission’s guidance How to close a charity, but do not complete the form at this stage.
The trustees of the Charter body must:
- provide a written summary of the reasons for seeking a merger (financial or otherwise)
- ensure that the non-Charter charity’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 will happen
- PCO will consult with its advisers; this will vary according to the nature and functions of the Charter body.
- PCO will raise any queries directly with the non-Charter charity.
- PCO 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
The non-Charter charity must bring into effect any amendments necessary for the merger before the Charter body can proceed to the dissolution process, and should inform the Charter body when these are complete.
The non-Charter charity must also notify the Commission of the amendments if it is a registered charity. It should send to the Commission:
- a copy of the resolution that was passed to amend the governing document
The next step in the process is otherwise the same as when an unincorporated charity , a charitable company or CIO becomes a Charter charity – this process is outlined earlier in this guidance.
The Charter body must also contact the PCO regarding the dissolution and liaise with the PCO to ensure it conforms to any provisions in its Charter regarding dissolution or surrender of the Charter.
Advice and authority
Charity wants advice or authority from the Commission
Who to contact first
Charity Commission
What to do
Consult relevant Commission guidance on AMSTRAD, and take independent legal advice if needed.
Complete relevant online forms to get the Commission’s authority to a particular course of action.
How to make your submission
Make submissions online. Attachments should be in either Word or PDF formats.
First submissions should be directed as follows:
PCO:
email: enquiries@pco.gov.uk