Incorporation of charity trustees

The following Property practice note provides comprehensive and up to date legal information covering:

  • Incorporation of charity trustees
  • Incorporation procedure
  • Effect of incorporation
  • Personal liability
  • Execution of documents
  • Dissolution of an incorporated body

Incorporation of charity trustees

Where a charity is established as a trust, the fact that its properties, investments and contracts are vested in the individual trustees means that all those assets have to be assigned or novated each time the composition of the body of trustees changes (eg on death, or retirement, or the appointment of a new trustee).

One way to avoid this process is for the charity trustees to incorporate themselves as a body corporate under Part 12 of the Charities Act 2011 (CA 2011). This allows the charity’s assets to be vested in a perpetual, corporate trustee, whilst individual trustees continue to be appointed and removed in the usual way and continue to administer the charity with the same powers and duties as before.

Incorporation of trustees is available to all charities, including those which are exempt or excepted from registration with the Charity Commission (the Commission). If the Commission receives an application from a charity which is not registered but which the Commission believes ought to be, the Commission will require registration to be undertaken before it deals with the application.

Incorporation of the trustees is not the same as incorporating the charity as a body corporate (usually by way of a company limited by guarantee). Under the CA 2011, Part 12 only the trustees themselves are incorporated.

Incorporation procedure

The trustees must apply in

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