Explanatory note
(This note is not part of the Regulations)
These Regulations are the third set of commencement regulations made under the Charities Act 2022 (c. 6) (“the 2022 Act”).
Regulation 2 defines terms used in the Regulations.
Regulations 3 and 4 bring into force a number of sections of, and paragraphs of Schedules 1 and 2 to, the 2022 Act, listed in Schedules 1 and 2 to these Regulations, which implement recommendations made by the Law Commission of England and Wales as to technical improvements that could be made to charity law. Many of these improvements are made by way of amendment of the Charities Act 2011 (c. 25) (“the 2011 Act”). The provisions listed in Schedule 1 will come into force on 7th March 2024, whilst the provisions listed in Schedule 2 will come into force on 19th May 2025.
Paragraph 1 of Schedule 1 brings into force section 1 of the 2022 Act, which amends section 198 of the 2011 Act in respect of regulated alterations that require the consent of the Charity Commission. Section 1(3) inserts a new section 198(2A), which sets out the matters which the Charity Commission must consider in deciding whether or not to give consent to an alteration of a charitable company’s purposes, which amounts to a regulated alteration.
Paragraph 2 of Schedule 1 brings into force section 2 of the 2022 Act. This amends sections 226 and 227 of the 2011 Act to bring the process for amending the constitution of a charitable incorporated organisation in line with the process for amending the articles of association of a charitable company. This includes inserting a new section 226(2A), which sets out the matters which the Charity Commission must consider in deciding whether or not to give consent to an alteration to a charitable incorporated organisation’s purposes, which amounts to a regulated alteration.
Paragraph 3 of Schedule 1 brings into force section 3 of the 2022 Act. Section 3(1) repeals sections 267 to 280 of the 2011 Act, whilst section 3(2) replaces the powers within those sections with a general power in new section 280A of the 2011 Act enabling unincorporated charities to make amendments to the trusts of their charity. Some amendments will require the consent of the Charity Commission. New section 280B of the 2011 Act, also inserted by section 3(2), makes provision supplemental to new section 280A.
Paragraph 4 of Schedule 1 brings into force, in part, section 18 of the 2022 Act, which makes amendments to sections 117 and 124 of the 2011 Act, amending the general exceptions to the restrictions on dispositions and mortgages of charity land set out in those sections.
Paragraph 5 of Schedule 1 brings into force section 23 of the 2022 Act, which amends sections 122 and 125 of the 2011 Act to amend the wording that must be included in an instrument concerning a disposition or mortgage of charity land, and sets out protections for purchasers.
Paragraph 6 of Schedule 1 brings into force section 29 of the 2022 Act, which inserts a new section 184B into the 2011 Act. This new section gives the Charity Commission powers to confirm the appointment or election of trustees to resolve defects in the appointment or election.
Paragraph 7 of Schedule 1 brings into force section 31 of the 2022 Act, which inserts a new section 186A into the 2011 Act. This new section will enable the Charity Commission to order a charity to remunerate a charity trustee for work which that trustee has carried out for the charity or to authorise a trustee to retain a benefit already received where the Charity Commission considers it would be inequitable not to do so.
Paragraph 8 of Schedule 1 brings into force section 33 of the 2022 Act, which makes amendments to sections 239, 244 and 311 of the 2011 Act. These amendments enable gifts to a charity which has since merged (as part of a “relevant charity merger” within the meaning of section 306 and where the merger has been registered in the register of charity mergers) to take effect as a gift to the transferee charity (section 311) and similar provision where two or more charitable incorporated organisations amalgamate (section 239), or where a charitable incorporated organisation transfers its operations to another charitable incorporated organisation (section 244). The amendments will apply to any gift made after section 33 is commenced, even if the instrument which gives rise to the gift (typically a will) was executed before commencement.
Paragraph 9 of Schedule 1 brings into force section 34 of the 2022 Act, which amends section 310(3) of the 2011 to remove references to a type of mortgage no longer used and to ensure that leases containing an absolute covenant against assignment (as well as leases containing a qualified covenant against assignment) are expressly excluded from being transferred by a section 310 vesting declaration.
Paragraph 10 of Schedule 1 brings into force section 35(b) of the 2022 Act, which amends section 306(2) of the 2011 Act to remove text which was difficult to understand and unnecessary. This means that in a rare case where the governing document of a charity with permanent endowment contains provision for termination of the charity, a merger can still be a “relevant charity merger” even if the original charity continues to exist.
Paragraph 11 of Schedule 1 brings into force section 37(1) and (2)(b) of the 2022 to the extent that the amendments made by these provisions apply to sections 198, 226 and 280A of the 2011 Act. Section 37(2)(b) makes amendments to section 337 of the 2011 Act by inserting new subsections (3A) and (3B). The effect of subsections (3A) and (3B) is to extend the power to give notice (both prior to and after) of the giving by the Charity Commission of written consent. In both cases, the Charity Commission can require the charity which has applied for the written consent to give notice (in place of the Charity Commission).
Paragraphs 12 and 13 of Schedule 1 bring into force section 40 (in part) and a number of paragraphs of Schedule 2 to the 2022 Act, which make consequential provision relevant to other sections of the 2022 Act commenced by Schedule 1 to these Regulations.
Paragraph 1 of Schedule 2 brings into force the remaining provisions of section 18 of the 2022 Act as they make amendments to sections 117 and 124 of the 2011 Act that arise as a consequence of the changes being made by section 24 of the 2022 Act.
Paragraph 2 of Schedule 2 brings into force section 24 of the 2022 Act, which replaces a large number of specific powers in the Universities and College Estates Act 1925 (“UCEA 1925”) with a general power in relation to land transactions in new section 1A of that Act.
Paragraph 3 of Schedule 2 brings into force Schedule 1 of the 2022 Act, which contains amendments to other enactments consequential upon the amendments to UCEA 1925 under section 24.
Regulation 5 and Schedule 3 make amendments to the Land Registration Rules 2003 consequential to the amendments being made to the 2011 Act by section 23 of the 2022 Act. Regulation 10 makes transitional provision for the changes to the Land Registration Rules 2003 made by regulation 5 and Schedule 3, and to section 122(2) of the 2011 Act (as substituted by section 23(2) of the 2022 Act), for the period of time before sections 18(2)(b) and (3)(b) and 24 of, and Schedule 1 to, the 2022 Act are commenced so as not to remove references to certain dispositions of land made under UCEA prior to the repeal of the powers under which those dispositions are made.
Regulation 6 makes saving provision in relation to the power of charity trustees of charitable companies to make amendments to their articles of association. This is to ensure that where, prior to the commencement of section 1 of the 2022 Act, the charity trustees of a charitable company have applied to the Charity Commission for consent to make a regulated alteration to their articles of association, section 198 of the 2011 Act will continue to apply as though it had not been amended by section 1.
Section 198 will also continue to apply as it had effect prior to the commencement of section 1 of the 2022 Act where the Charity Commission has made a decision to consent or withhold consent to a regulated alteration, or legal proceedings have been commenced in relation to any such decision of the Charity Commission.
In addition, regulation 6 ensures that the meaning of benefit that applied to section 198 prior to the commencement of paragraph 43 of Schedule 2 to the 2022 Act continues to apply, and that amendments to the Charity Commission’s powers to give written notice under section 337 of the 2011 Act will not have effect in relation to the application for consent.
Regulation 7 makes saving provision in relation to the power of charitable incorporated organisations to make amendments to their constitutions. This is to ensure that where, prior to the commencement of section 2 of the 2022 Act, the charity trustees of a charitable incorporated organisation have applied to the Charity Commission for consent to make a regulated alteration or to register an amendment of the constitution, sections 226 and 227 of the 2011 Act continue to apply to that application as though they had not been amended by section 2.
Sections 226 and 227 will also continue to apply as they had effect prior to the commencement of section 2 of the 2022 Act where the Charity Commission has registered or refused to register an amendment, or legal proceedings have been commenced in relation to any such decision of the Charity Commission.
Additionally, regulation 7 ensures that the meaning of benefit that applied to section 226 prior to the commencement of paragraph 44 of Schedule 2 to the 2022 Act continues to apply, and that amendments to the Charity Commission’s powers to give written notice under section 337 of the 2011 Act will not have effect in relation to the application for consent.
Regulation 8 makes saving provision in relation to various powers of unincorporated charities to transfer all of their property or to amend all or any of their charitable purposes. Section 3(3) of the 2022 Act makes saving provision in relation to resolutions made prior to the commencement of section 3 under sections 268(1), 275(2) and 280(2) of the 2011 Act, such that the repeal of sections 267 to 280 does not have effect in relation to those resolutions. Regulation 8 therefore ensures that consequential repeals of relevant provisions in section 328 of, and Schedules 6 and 11 to, the 2011 Act do not apply in respect of resolutions made under sections 268(1) and 275(2). (None of these repeals are relevant to resolutions made under section 280(2) of the 2011 Act.)
Regulation 9 makes saving provision in relation to instruments concerning a disposition of charity land and mortgages of charity land that were entered into before the commencement of section 23, so that the updated wording that must be included in such an instrument or mortgage does not apply.
A de minimis impact assessment has been published on gov.uk alongside the 2022 Act at
The consequential and saving provisions in these Regulations do not materially change that assessment.