Guidance

Royal Charter charities

Guidance for charities governed by Royal Charter, or seeking Charter status.

• From: The Charity Commission
• Published: 31 October 2022
• Last updated: 7 March 2024 — See all updates

Applies to England and Wales

About this guidance

This guidance is from the Charity Commission with input from the Privy Council Office (PCO).

It covers:

• applying for a Royal Charter
• making amendments to a Charter
• merging with another charity

It also explains when and how to approach the Commission and PCO to enable applications to be processed efficiently.

Applications for a Royal Charter

1. Organisation wishes to apply for a Royal Charter and to register as a charity – it is currently not a registered charity

Who to contact first

PCO.

Before applying

• Read guidance about applying for a Royal Charter to check if your organisation can meet PCO’s criteria for Charter status
• Read guidance about registering a charity to check whether your organisation can meet the criteria for charitable status and registration as a charity.

What to provide

• Send to PCO the documents listed on its website.
• Remember to include in your Memorandum of Intent that you intend to register as a charity.

What will happen

• Your application will be assessed by PCO, which will seek views from Privy Council Advisors to establish if your organisation meets the criteria for a Royal Charter.
• PCO will tell you if your application is unsuccessful.

If it is, you may still make a separate application to the Charity Commission for registration as a charity. Go to the next heading below.

• If your application can go ahead, you will be asked to submit a draft Charter and Byelaws to be considered by Privy Council Advisors.
• PCO will ask the Charity Commission’s views of your draft Charter and Byelaws and on the charitable status of the proposed body.
• PCO will tell you, and the Charity Commission, if your application is successful and will send the Commission a copy of the Charter.

You will need to make a separate application to register the Charter body. See the next heading.

Consideration of a Charter application is a lengthy and detailed process and PCO will keep you informed of progress and the steps you need to take.

For more information contact PCO directly: enquiries@pco.gov.uk

Apply to the Charity Commission

• Apply to register your organisation as a charity if your income is over £5,000 per year.
• The Commission will assess if your organisation meets the criteria for charitable status and registration as a charity.
• The Commission will let you know its decision.

2. Registered charity wishes to apply for a Royal Charter

In this section, the registered charity wishing to apply for a Royal Charter is called ‘the existing charity’.

Who to contact first

PCO.

Before applying

• Read guidance about applying for a Royal Charter to check if the existing charity can meet PCO’s criteria for Charter status.

What to provide

• Send to PCO the documents listed on its website.
• Include a copy of the existing charity’s governing document.

What will happen

• Your application will be assessed by PCO, which will seek views from Privy Council Advisors to establish if your organisation meets the criteria for a Royal Charter.
• PCO will tell you if your application is unsuccessful.
• If your application can go ahead, you will be asked to submit a draft Charter and Byelaws to be considered by Privy Council Advisors.
• PCO will ask the Charity Commission for its views of your draft Charter and Byelaws and whether the Commission has any regulatory concerns about the existing charity.
• PCO will tell you, and the Charity Commission, if your application is successful.

Consideration of a Charter application is a lengthy and detailed process and PCO will keep you informed of progress and the steps you need to take.

For more information contact PCO directly: enquiries@pco.gov.uk

If the Charter is granted

• Apply to register the new Charter body with the Charity Commission. State in your application that the Charter body will replace the existing charity.

• Once registered, you will need to transfer the assets and liabilities of the existing charity to the new Charter charity. This is because the new Charter charity will ‘replace’ the existing charity.

Read our guidance How to transfer charity assets for information about this.

• Where the existing charity can be closed, read our guidance: How to close a charity.

This sets out the steps to take to close an unincorporated charity, a charitable company or a Charitable Incorporated Organisation (CIO).  

It also sets out how to tell the Commission that you have closed the charity.

If you have closed the existing charity, you must tell the Commission so that the existing charity can be removed from the register of charities. We will also stop writing to you – for example, to file annual returns.

• You should consider the effect of closing on receiving future gifts (such as bequests). Read our guidance about this. Get professional advice if you are not sure.

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

This section is about a Royal Charter charity wishing to make administrative amendments to its Charter which do not make material changes to any of the following:

• the charity’s objects
• its name
• provisions about the payment of trustees (other than out-of-pocket expenses)
• the dissolution clause

Note, no amendments to the Charter can be made without the grant of an Order from the Privy Council Office approving them.

How to make administrative changes

If there is an express power of amendment in your Charter to make changes to it, you must use that power and follow the instructions set out in that power.

If there is no express power of amendment in your Charter, you can use the power of amendment in section 280C of the Charities Act 2011 (as amended) to change your Charter if you, as trustees, are satisfied that the amendment is expedient in the interests of the charity.

If you use the power of amendment in section 280C of the Act, 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 Privy Council approval.

Who to contact first

PCO.

You will need to contact the Charity Commission at the end of the process if:

• PCO approves your amendments and
• your charity is a registered charity

What to provide to PCO

See Amending a Royal Charter and submit the material specified to PCO.

What will happen

PCO will:

• evaluate the proposed amendments and consult with its advisors. This will vary according to the nature and functions of the Charter charity
• raise any queries directly with you

If PCO approve your amendments

PCO will issue you an Order listing the changes to the Charter that have been granted approval.

Tell the Charity Commission

If the charity is registered, you must tell the Commission about the amendments so that the register of charities can be updated.

• Send the Commission a copy of the resolution that was passed to amend the Charter.

Tell us about the administrative change you have made.

Amending your Royal Charter: ‘regulated amendments’

This section is about a Royal Charter charity wishing to make ‘regulated amendments’ to its Charter, which will materially affect one or more of the following:

• the charity’s objects
• its name
• provisions about the payment of trustees (other than out-of-pocket expenses)
• the dissolution clause

Note: no amendment to the Charter can be made without the grant of an Order from the Privy Council Office approving them.

How to make regulated amendments

If there is an express power of amendment in your Charter to make changes to it, you must use that power and follow the instructions set out in that power.

If there is no express power of amendment in your Charter, you can use the power of amendment in section 280C of the Charities Act 2011 (as amended) to change your Charter if you, as trustees, are satisfied that the amendment is expedient in the interests of the charity. If you use the power of amendment in section 280C of the Act, 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 Privy Council approval.

Who to contact first

PCO.

You will need to contact the Charity Commission at the end of the process if:

• PCO approves your amendments and
• your charity is a registered charity

What to provide to PCO

See Amending a Royal Charter and submit the material specified to the PCO.

What will happen

PCO will:

• assess the proposed amendments and consult with its advisors. This will vary according to the nature and functions of the Charter charity
• ask the Commission for its views on the proposed amendments
• contact you if it needs further information

If PCO approve your amendments

PCO will issue you an Order listing the changes to the Charter that have been granted approval.

Tell the Charity Commission

If the charity is registered, you must tell the Commission about the amendments so that the register of charities can be updated.

• Send the Commission a copy of the resolution that was passed to amend the Charter.

Tell us about the regulated amendments you have made.

Mergers

Mergers are complex. All charities thinking about merger will need to consider various issues, including (but not limited to):

• using the correct legal powers and procedures
• the purposes of the charities seeking to merge
• whether the charity you wish to merge with is suitable
• how you will manage the process, and minimise the impact on your beneficiaries and (if you have them) your employees
• employment issues if relevant. For example, merging may trigger pension liabilities

Read How to merge charities for guidance about this topic.  

You should also consider if you need legal or other professional advice for any part of the process.

The following sections provide additional guidance for Royal Charter charities seeking to merge.

Usually, charities merge by one or more charity transferring their assets and liabilities to another charity, which becomes the ‘merged’ charity. We use the term:

• ‘transferring charity’ to describe the charity transferring its assets (and closing)
• ‘receiving charity’ to describe the charity receiving assets and becoming the merged charity

In the following examples, we suggest one transferring charity but the guidance applies equally if there is more than one transferring charity involved.  

Charities are likely to need PCO and/or Charity Commission involvement as set out below. Submit your application in plenty of time, taking into account your merger deadline.

1. A non-Charter charity wishes to merge with a Charter charity; the Charter charity becomes the ‘merged’ charity

PCO approval of changes to your Charter

In its planning, the Charter charity should consider whether it will make any administrative or regulated amendments to its Charter. For example, to its:

• name
• provisions that define who its beneficiaries are
• governance provisions, including changes that flow from decisions to have trustees of the transferring charity as trustees of the Charter charity

Read relevant sections of this guidance for information about amending your Charter.

Contact enquiries@pco.gov.uk if you want more advice about applying for an Order allowing Charter amendments.

Charity Commission authority as part of the merger process

Check if the transferring or receiving charity will need Charity Commission authority as part of the process.

For example, in this example 1, Commission authority would be needed:

• if the Charter charity decides to grant indemnity to the trustees of the transferring charity for liabilities they incurred as trustees of the transferring charity. The Charter charity must apply for and obtain authority
• for any decision you make which gives rise to a conflict of interest and you cannot manage it

Read section 4 of our guidance about transferring charity assets for more information. It also explains how to apply.

After the merger

• Where the transferring charity has closed, and is a registered charity, it must tell the Charity Commission it has closed.
• Consider the effect of closing on receiving future gifts (such as bequests).

Read our guidance about registering the merger. If applying for registration, it is the receiving charity – in this case the Charter charity – that needs to submit the application.

2. A Charter charity wishes to merge with a non-Charter charity; the Charter charity will close

PCO approval of changes to your Charter

The Charter charity transferring its assets may consider whether it needs to make any changes to its Charter. For example, changes to its purposes and provisions that define who its beneficiaries are.  

Read relevant sections of this guidance for information about amending your Charter.

Contact enquiries@pco.gov.uk if you want more advice about applying for an Order allowing Charter amendments.

Charity Commission authority as part of the merger process

Check if the transferring or receiving charity will need Charity Commission authority as part of the process.

For example, Commission authority would be needed for any decision you make that gives rise to a conflict of interest which you cannot manage.

Read section 4 of our guidance about transferring charity assets for more information. It also explains how to apply.

PCO approval to close

The Charter charity will need to petition PCO for an Order allowing its Charter to be surrendered.

If the Charter charity does not have a power to surrender its Charter, it can seek to change its Charter. Read relevant sections of this guidance for information about amending your Charter.

An Order granting surrender of the Charter (or the date it comes into effect) would generally need to coordinate with the date of the merger to allow for the coordinated transfer of assets and liabilities.

Contact enquiries@pco.gov.uk if you want more advice about the surrender of a Charter.

After the merger

• Where the Charter charity is a registered charity, it must tell the Charity Commission it has closed.

• Consider the effect of closing on receiving future gifts (such as bequests). Read our guidance about registering the merger.

3. A Charter charity wishes to merge with another Charter charity

PCO approval of changes to your Charter

In its planning, the receiving charity should consider whether it will make any administrative or regulated amendments to its Charter. For example, to its:

• name
• provisions that define who its beneficiaries are
• governance provisions, including changes that flow from decisions to have trustees of the transferring charity as trustees of the receiving charity

The transferring charity may also consider whether it needs to make any changes to its Charter to enable the merger to go ahead.

Read relevant sections of this guidance for information about amending your Charter.

Contact enquiries@pco.gov.uk if you want more advice about applying for an Order allowing Charter amendments.

Charity Commission authority as part of the merger process

Check if the transferring or receiving charity will need Charity Commission authority as part of the process.

For example, Commission authority would be needed:

• if the receiving charity decides to grant indemnity to the trustees of the transferring charity for liabilities they incurred as trustees of the transferring charity. The receiving charity must apply for and obtain authority
• for any decision you make which gives rise to a conflict of interest and you cannot manage it

Read section 4 of our guidance about transferring charity assets for more information. It also explains how to apply.

PCO approval to close

The transferring charity will need to petition PCO for an Order allowing its Charter to be surrendered.

If it does not have a power to surrender its Charter, it can seek to change its Charter. Read relevant sections of this guidance for information about amending your Charter.

An Order granting surrender of the Charter (or the date it comes into effect) would generally need to coordinate with the date of the merger to allow for the coordinated transfer of assets and liabilities.

Contact enquiries@pco.gov.uk if you want more advice about the surrender of a Charter.

After the merger

• Where the Charter charity that has closed is a registered charity, it must tell the Charity Commission it has closed.

• Consider the effect of closing on receiving future gifts (such as bequests). Read our guidance about registering the merger.

Published 31 October 2022
Last updated 7 March 2024 + show all updates

1. 7 March 2024

   Guidance updated to reflect changes introduced by the Charities Act 2022.

2. 31 October 2022

   First published.