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The Charity Commission for Northern Ireland
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Changing your charity’s governing document

This section answers common questions about how to make changes to a charity's details or rules, and when you need our approval to make these changes.

What is a governing document?

A governing document is a legal document which represents the rule book for the way in which your charity will operate.

There are a number of different types of governing document, including a constitution for an association, a trust deed for a trust, a will for a will trust, articles of association for a company and rules for an Industrial and Provident Society. For companies with older style memorandum and articles, all provisions in the memorandum are now classed under the articles.

On occasion you may need to make changes to your charity’s governing document to ensure the charity continues to operate effectively. In some cases, you will require the Commission’s approval to make changes. What changes you can make and what changes you need approval for depends on:

  • your charity type
  • the nature of the changes you want to make
  • what it says in your charity's governing document.

For example, making changes to how your charity is administered will be more straightforward than if you are making changes to your charity’s purpose (objects). Who must approve relevant changes to your governing document depends on whether your organisation is a charitable company or an unincorporated charity (that is a charity that is not a company or other corporate body).

For more information on this, please see below.

Charitable companies

If your charity is also a registered company, you must obtain consent to changes to your company's objects clauses from the Charity Commission for Northern Ireland. 

The Commission's consent is required before you file your amended governing document with Companies House, and before HMRC are informed of the change.

Guidance on the Commission's process for seeking consent for charitable companies is available here.

Unincorporated charities

Some unincorporated charities may have the power in their governing document to make changes. Others may be able to use provisions set out specifically for unincorporated charities in the Charities Act (Northern Ireland) 2008 (as amended).

Guidance for unincorporated charities is available here.