Summary guide to charity trustees’ responsibilities

Contributed by Wright Hassall Solicitors

There are many reasons why you might like to become a trustee of a charity: positive support for a good cause, putting a particular skill set or experience to good use, or remaining active in the community. Whatever your motivation, you need to be aware that being a trustee is a significant legal responsibility, shared with your fellow trustees, and you must understand your obligations before volunteering. The most important document you need as a trustee is the charity’s governing document which should contain all the information you need to understand how the charity is run and what it has been set up to do. For detailed information please see our full guide on charity trustees’ responsibilities.

The post of trustee is almost always voluntary (with reimbursement of reasonable expenses) and you need enough spare time to undertake your duties properly, not least as trustees are liable for the decisions they make. You can find a more detailed guide on the responsibilities and duties of charity trustees in Charity Commission’s ‘The Essential Trustee’ – VoluntaryNews update.

Getting to grips with the charity’s governing document

Every trustee must have a copy of the charity’s governing document which details what the charity has been set up to do, its legal structure, how it should operate and how its income should be distributed.

  1. You need to understand the charity’s objects (its charitable purposes) and that it passes the public benefit test. This means that its activities must be for the public’s benefit – or a sufficient section of the public.
  2. You need to make sure that suitable trustees are appointed, for instance you cannot appoint someone disqualified under the Charities Act. Consider whether or not an individual’s experience and skill set would be a valuable addition to the governing body.
  3. Make sure you understand which legislation your charity needs to comply with, such as employment legislation.
  4. Review the governing document regularly to make sure it accurately reflects what the charity does. If it needs updating, seek legal advice.

Acting responsibly, reasonably and honestly

  1. You must always act in the best interests of the charity and not those of the individuals involved.
  2. You must ensure that the charity’s resources are being used responsibly and that it is financially well-managed.
  3. You need to understand any risks that the charity might face and have a policy in place to evaluate and mitigate those risks.
  4. You must act in good faith and with ‘reasonable care’ which will depend, to an extent, on your skills and experience.

Exercise financial prudence

  1. You need to be sure that your charity is complying with the relevant accounting requirements and is able to produce the most recent set of accounts on request.
  2. You must understand that trustees can be held liable for any financial loss caused by them acting dishonestly or irresponsibly.

In short

Being a trustee should be a rewarding experience. However, as trustees are ultimately responsible for the efficient management of the charity and its capability to deliver its objectives it is crucial that they understand exactly what that responsibility entails. The starting point for any trustee is to familiarise themselves with the governing document which sets out the charity’s legal structure, its objectives, who (or what) it is intended to help and how it meets the public benefit test. Beyond that, trustees must act in the best interests of the charity, applying common sense and good judgment.

Guide to advertising charitable status on written materials

I was looking for some information for charities and not for profits this morning when I came across the resources on your website.

I actually just published something called “Guide to advertising charitable status on all written materials”

It might make a good fit for your website. I’d be honoured if you’d consider adding a link to the guide.

Either way, great work!

Many thanks,



Legal Services

Funded/Community Legal Services

A local Law Centre can often provide advice to community groups although not necessarily on employer matters (use the Law Centres Federation website to find info). A Council for Voluntary Service (or similar) often has some legal advice service for voluntary groups (see Local contacts page), usually free.

Commercial firms

Your local solicitor can probably deal with most legal matters for the organisation.

Specialist charity lawyers can be helpful on constitutions, contracts, possibly fundraising literature (e.g. legacy promotion or covenant forms), endowment arrangements. Advice on some of these may be available from accountancy firms. If your auditors are any good, they may be a cheaper source. If you want a ‘city’ type firm, the charity specialist is likely to be more cost effective than others.

Known sector experience

The following law firms are known to have specific charity/voluntary sector knowledge.

  • Bates, Wells & Braithwaite Do various training events, including with Directory of Social Change; loads of specialist lawyers, produce regular legal update for clients; have experience in social enterprise too. From Feb. 2015 at 10 Queen Street Place, London, EC4R 1BE, phone 020 7551 7777.
  • BDB Pitmans (was Bircham Dyson Bell) Charity clients from major national and international charities to smaller, grant-giving charitable trusts, include family charities, learned societies, royal charter companies, heritage trusts, membership organisations, service providers and research institutes.
  • Blake Morgan Offices in south Wales, Oxford, Reading, London, Portsmouth, Southampton.
  • Brabners A north west England law firm with a Charities and Social Enterprise team.  Horton House, Exchange Flags, Liverpool, L2 3YL, phone 0151 600 3341.
  • Burness Paul Offices in Glasgow, Edinburgh, Aberdeen.
  • Anthony Collins Based in Birmingham, “the largest social housing, charities and community regeneration operations outside London”. 134 Edmund Street, Birmingham, B3 2ES.
  • CharlesRussell Speechlys (Charles Russell merged with Speechly Bircham Nov. 2014) Has various charity specialisms. Offices in London, Cheltenham, Guildford.
  • Farrer & Co Tends to have high-status clients. 66 Lincoln’s Inn Field, London, WC2A 3LH, phone 020 7242 2022, email:
  • Foot Anstey Offices in Exeter, Plymouth, Taunton and Truro with dedicated charity and social enterprise team acting for organisations ranging from local voluntary groups through to national charities. Contact James Evans, Senate Court, Southernhay Gardens, Exeter EX1 1N, phone 01392 685243, email:
  • Geldards has taken over Robinsons, an East Midlands firm with national coverage which claimed to be the leading provider of legal services to independent religious charities.
  • Goodman Derrick 90 Fetter Lane, London, EC4A 1PT, phone 020 7404 0606.
  • Hempsons Offices in London, Manchester and Harrogate. Email: (city)
  • Freeths has offices in Oxfordshire – clients include RSPCA, Oxfam, Cancer Research UK and Save the Children.
  • Hewitsons Offices in Cambridge, Milton Keynes, Northampton, Saffron Walden. Clients include RSPB, local Wildlife Trust. (Head of Charities Team is Mr Chris Knight in Northampton office.)
  • Hunters (incorporating Alexanders).
  • IBB Solicitors, based in Uxbridge. Membership charities is one speciality, out of wider services for charities.
  • Interface Legal Advisory Service is run by a lawyer previously with the much missed Interchange Legal Advisory Service in London. He provides a service designed primarily to help the voluntary sector, and affordable rates.
  • Laytons, in Guildford, London and Manchester.
  • Matthew Boyer A Devon-based practice. “Well over half of my work is for charities or for bodies seeking charitable status. In addition to charity law and corporate governance of charities, I specialise in planning & environmental law and health & safety. I work hard to keep overheads down so that I can offer a highly competitive specialist service to causes that I support”. Phone 01647 432222, email:
  • Michelmores Offices in London and Exeter. The Charity Team aims to provide responsive and cost-effective advice to voluntary sector organisations and social enterprises. Phone 01392 688688, or Shivaji Shiva on 01392 687542, email:
  • Pearce Legal “have been advising charities of all sizes for over 20 years, from village halls, Scout groups, schools, churches and missionary organisations to national and international organisations.” 2 The Square, Solihull, West Midlands, B91 3SX, phone 08444 127 899.
  • RadcliffesLeBrasseur has a long tradition of providing services for the charity sector. The charity team represents more than 100 charity clients, and “are recognised as a leading firm in the field of charity law”. 5 Great College Street, London, SW1P 3SJ, phone 020 7222 7040, email: Offices also in Leeds and Cardiff.
  • The Charity Team at Russell-Cooke was previously the firm Sinclair Taylor and Martin, and James Sinclair Taylor remains in charge and is a regular contributor at various sector events. 2 Putney Hill, Putney, London, SW15 6AB, phone 020 8789 9111.
  • Stone King Offices in Bath and London. “Act for many hundreds of voluntary organisations including over 150 of the country’s largest charities”. Charity Services.
  • Thomson Snell and Passmore, offices in Kent and Sussex.
  • Tozers West country firm with offices in Exeter, Plymouth, Teignmouth, Newton Abbot.
  • Turcan Connell has a charity law unit, and a Scottish focus (based in Ediburgh). Princes Exchange, 1 Earl Grey Street, Edinburgh, EH3 9EE, phone 0131 228 8111.
  • Veale Wasbrough Vizards, based in Bristol, and now also London, has a charities team.
  • Withers See charity law as a core area of work, and run a programme of conferences and in-house seminars. 16 Old Bailey, London, EC4M 7EG, phone 020 7597 6000.
  • Wrigleys Solicitors. Particular interest in social economy matters, publishing a quarterly newsletter with Unity Trust Bank. The leading charity lawyers in the North East. 19 Cookridge Street, Leeds, LS2 3AG, phone 0113 244 6100, email:

Also worth a mention

  • Charlie Cattell has many years experience advising on social economy legal structures, and provides comprehensive registration services for companies, charities and community interest companies.
  • EarthRights Solicitors ‘A unique law firm which seeks to protect the environment by working with individuals and groups, ranging from local campaigns to NGOs, and green businesses – where appropriate for free or at low cost’. Email: or Devon office:

Registration: Charity and/or Company

Limited liability, practicalities and implications of registration


It is possible to be both a charity and a limited company, and either or none. There is a whole range of issues which should be considered before you decide what is right for your organisation. It often comes down to the trade off between initial cost and ongoing bureaucracy versus lack of status (with potential donors and suppliers) and open-ended liability.

Scotland and Northern Ireland have different legislation to England and Wales, but with many similarities.

Many of the registration thresholds and costs given below are in need of revision, summer 2007.

Charity Registration

There are a number of advantages to registering as a charity. The main ones are

  • The ability to claim back tax paid by the donor, using such schemes as Gift Aid or payroll giving (GAYE). The value of such schemes will vary with income tax rates. See Tax Reclaim page for more info and contacts.
  • A lot of Charitable Foundations will only give to registered charities.
  • It gives you increased credibility when asking for donations from the public.
  • Automatic entitlement to rates relief (varies between the UK countries).

However, paying tax as an organisation is not so closely connected with registration (unless you are based in Scotland). If you have a constitution which clearly demonstrates the non-profit making nature of your activity, HM Revenue and Customs will (with a bit of persuasion) normally treat any surplus (=’profit’) as not chargeable for Corporation Tax or any other. Bank interest gained and any trading not directly related to your normal activity will usually be exceptions.

The downside of registration is the bureaucracy involved. You need to send regular (usually annual) information to the Charity Commission and conform to particular requirements. Many of these are good practice, and your auditor may want you to follow them anyway. Normally you have to hold Annual General Meetings – see Trustee/Member Issues. The Charity Commission does have very heavy powers if they think you are abusing charitable status.

Not all voluntary organisations can be charities – those which are mainly about campaigning for instance.  On the other hand, organisations meeting the charitable nature test are obliged to register (but see next paragraph) if their turnover is over £1000 a year. This has not been heavily enforced so far.

Some charities are ‘excepted’ from registration, due to annual income of £1,000 or less (unless they have permanent endowment or the use or occupation of land), some religious and armed forces charities, but can register if they wish. There is also a category of exempt charity, which cannot register, and includes many state schools, universities, some industrial and provident societies, and a number of national museums. Update: there were changes around exempt status in the 2006 Charities Act.

Please be aware that every organisation has its own unique circumstances. You may not need to pay for professional advice on the subject, but do think carefully (and remember our site disclaimer).

More information is available through the Charity Commission web site. Phone 0845 300 0218 (this is a central switchboard for all offices), textphone (Minicom) service on 0845 300 0219. There is also a Welsh Office. The website is relatively clear and holds details of registered charities which you can search in various ways, downloadable publications (including most of their important leaflets), roadshows or other advice events, and further contact details.

Scotland, Northern Ireland, Eire, C.I.

The law differs here.

In Scotland, the Office of the Scottish Regulator (OSCR, fully established 2006).

Northern Ireland Charity registration from December 2013 – see Charity Commission for Northern Ireland (or NICVA governance pages).

English/Welsh charities operating in the Republic of Ireland should register with the Charities Regulator (under the Charities Act 2009).

Channel Islands: At July 2014, Jersey has agreed a new law which will bring in a charity commissioner to determine if charities meet a public benefit test.

Company Registration

Reasons for limited liability

There are a variety of reasons for getting limited liability via registering as a company. It limits the liability of company directors, which usually equates to those on the management committee (who will also be the charity trustees if it is a charity). They are still liable for negligent conduct – lawyers will find some other exceptions but that is the main one. Employing staff, taking up a lease or owning property are common prompts to get limited liability.


Charitable Incorporated Organisation

A fairly new legal form, the Charitable Incorporated Organisation (CIO) avoids the need to have ‘dual’ registration with the Charity Commission and Companies House (Established in Charities Act 2006 for England and Wales but only came available for use a few years later). Search Charity Commission site for details – at Sep. 2014 the new version has lost the previous CIO FAQs page. There is also a Scottish CIO model.

Limited Company/Society

There is a general lack of knowledge that there are two ways of becoming a registered company (other than the CIO approach) – the ‘normal’ commercial approach of being ‘limited by shares’, and the general model used by voluntary organisations ‘limited by guarantee’, where members guarantee to meet the debts of the company if necessary, but only up to a limit which is almost always £1. Both will require the company to make annual returns, keep various registers and proper accounts which will usually need to be audited professionally. See Accountants or Finance Resources for sources of info. and services.

It is also possible to get limited liability by registering as an Industrial and Provident Society (IPS), which is a fairly normal approach for co-operatives, mutual societies or those businesses conducted for the benefit of the community. Greater protection of original rules (e.g. guarding co-op or community status) and the ability to advertise and issue loan stock to the public are quoted as advantages of IPS. Where the objectives are wholly charitable (e.g. set up for community benefit), the IPS will be an ‘exempt’ charity not required (or allowed) to register with the Charity Commission, although if you arent using accepted model rules (see below) it may be worthwhile getting approval from Inland Revenue before adoption. Many of the largest housing associations are IPS, as are the retail co-op societies. Try Co-operative UK mentioned below. Registration is now via Financial Conduct Authority.

Companies House is where all the paperwork gets processed (except for IPS), but it is often easiest to do it via a solicitor, or use one of the specialist services around. Otherwise it can be tricky to make sure that the constitution meets legal requirements (especially if you also want to register as a charity) and gives you the scope to do what is necessary. Their web site is a good place to check out if somebody has already taken ‘your’ name, order a starter pack or essential forms.

Limited Liability Partnerships (introduced in 2000 basically to provide a form of corporate status for accountants, solicitors etc.) might be appropriate for the odd social enterprise.

Community Interest Company

The Community Interest Company (CIC) model, designed for social enterprises, became available July 2005 – two years later it had reached 1,000 registrations. While there is some extra paperwork involved in setting up and running a CIC, the charity team at Russell-Cooke Solicitors point out that funders and other stakeholders may see this as an attractive model as there is no potential for asset stripping, and that (unlike most charities) directors may be paid as long as the remuneration is not excessive. See the CIC Regulator for information, forms etc.

Model constitutions for CICs:

Model constitutions and advice

Various model constitutions are available. This can reduce legal costs – for some you won’t need a lawyer at all, and for IPS (with Registrar of Friendly Societies), model rules can cut the registration fee significantly. There are apparently over twenty IPS promoting bodies providing model Rules already approved by the Registrar – some are below.

Advice and rules

  • Community Trading Services, 8/9 Upper Street, London, N1 0PQ, phone 020 7354 9569. Particularly for community social or recreational bodies (where there might be a club bar, for instance).
  • Co-operatives UK has a Legal Team, Holyoake House, Hanover St, Manchester, M60 0AS, Phone 0161 246 2900, email: – for advice on legal structures for co-ops and nfp organisations.
  • Social Enterprise London and Bates Wells and Braithwaite solicitors published in 2003 Keeping it Legal: legal forms for social enterprises.
  • Companies House material has improved but still tends to assume some knowledge. The free, quite basic, Directors and Secretaries Guide (ref GBA1) can be downloaded from their website or up to six can be ordered by phone: 0870 333 3636.

Model rules

  • The Charity Law Association has published three standardised model constitutional documents – one for a charitable company, another for a charitable trust and another for an unincorporated charitable association. All approved by the Charity Commission.
  • ABCUL should be able to provide Credit Union model rules.
  • Community Matters Model Constitution for a Community Association ISBN 0 900878 40 6, £5, also available on disc. See Professional bodies page.
  • Wessex Community Assets “Our Model Rules are for ‘bencoms’ and we use them for asset-locked community-run projects. The micro-hydro schemes that Water Power Enterprises, H2OPE, have sold shares for use our Rules, as have West Oxford Community Renewables.” Contact Sean Wheeldon, Project and Research Worker, for more information.
  • The registration bodies may have some model documents too, or at least advice on them:  Charity Commission (Eng/Wales), Charity Commission N Ireland, Office of the Scottish Charity Regulator.

Implications of registration

Some of these are dealt with above. The following are only the most noteworthy.

  • Annual returns are now a standard requirement, subject to certain exceptions for low or no financial turnover. There is a filing fee for both Companies House (£20) and Registry of Friendly Societies (£240 proposed new rate, June 02).
  • The need for an annual audit of the accounts varies.
    • Under Charities Act 1993, as at 31 Oct 00, gross income threshold for audit is above £250,000, that for the preparation of accruals accounts is above £100,000. Between £10,000 and £250,000, an independent examination can take the place of an audit. See Scrutiny of Smaller Charity Accounts. Figures differ in Scotland.
    • Companies will need an audit of some description whatever their size, even if they havent ‘started trading’ yet.
  • Changing the constitution may require approval if registered with the Charity Commission, and must be done in a legally correct manner whatever.
  • You are obliged to notify changes of registered address – this doesn’t have to be your operating address, but there must be a guaranteed way of getting in touch.
  • A register of trustees, company members etc. must be maintained. While you only inform the Commission of changes in the annual return, Companies House requires notification of new and retired directors within a matter of weeks (failure will only usually be held against you if there are other problems, but why chance it?).
  • There is no requirement to have a company seal (not sure about IPS), but some registration services provide one anyway.

Legal Matters

We need to point out that VolResource does not employ legally trained staff – the information given on these pages is our understanding from experience and reading, but shouldn’t be taken as definitive. The purpose here is to flag up issues which you may need to explore further and point you in the right direction. You should take legal advice where appropriate.

Copyright and trademarks

See the UK Intellectual Property Office for more details on Trademarks, Copyright and Patents.

Music, Creative Arts

Many people don’t realise they need a licence to play pre-recorded or live music in public – this includes over phones, at events in the office, conferences etc. Some CDs for playing ‘music on hold’ are specially copyright free (actually they cost more to start with, but have no recurring charges). – Community Matters has closed – “offers a low-cost blanket licence to charitable community organisations managing community centres or similar buildings…. The licence covers only the activities run directly by the organisation or by its sections” – annual fee for member organisations £35.25, non-members £47.00. Otherwise, contact PRS for Music (was MCPS – PRS Alliance) on 020 7580 5544. Licensing: phone 020 7306 4500.

Printed publications

Copyright exists on anything which has been published – there is no need to print the copyright symbol, although this usually helps clarify who is the copyright holder. While there isn’t one central clearing house as such, there are various agencies dealing with particular areas. If you wish to reproduce more than a quote or short extract, such as part of a review, you should normally contact the publisher in the first instance.

For copyright on newspaper cuttings, features etc, contact the Newspaper Licensing Agency (NLA media access), phone 01892 525273, email: The Copyright Licensing Agency licenses photocopying and scanning on other works, and is owned by the Authors’ Licensing and Collecting Society and the Publishers Licensing Society, and also operates for the Design and Artists Copyright Society.

Web publishing

Copyright law extends to items published on the web (including this site). We obtain permission before reproducing items here, and would expect the same the other way round. Obviously if somebody is sending out publicity material, there is an expectation that this can be reproduced. So far, it is held that creating links to other web sites is not covered, but it would be highly dubious if a link was disguised to make the connected page seem a part of your own site (= ‘passing off’).


Can include charity logos, trading names. Dealt with by the Intellectual Property Office (was Patent Office), a mark can be registered for UK, Europe or worldwide, but the last can be particularly complex and time-consuming.

Other Common issues


Please see the Working Relations page.

Useful Web Sites

  • Sandy Adirondack, co-author of Voluntary Sector Legal Handbook, has useful info targeted at keeping voluntary organisations up-to-date with relevant legislation, such as topics above, employment law, discrimination legislation etc.
  • British Law is a portal run by volunteers (law researchers and others) linking through to law advice organised by topic, for individuals and small organisations.
  • Law on the Web is mainly advice for individuals and small businesses, but is designed to be highly accessible.
  • compact law (was Law Rights) is a source of ‘free legal information for England and Wales’ mainly for individuals, but includes Health and Safety at Work, Minimum Wage etc.
  • BAILII British and Irish Legal Information Institute provides ‘Comprehensive Access to Freely Available British and Irish Public Legal Information’. Has news and reports on various court decisions, as well as legislation info.
  • LawTel (was New Law Online) – subscription required. For those looking for more in-depth reporting on judgements and other legal matters.
  • International Centre for Not for Profit Law Listed here more for completeness, you can get a list of UK law directly relating to non-profits.

Other key sites

Volunteers and the law

The law around volunteers can be quite complex, depending on circumstances. The following is not intended to be comprehensive or definitive, but what we have found that is likely to be useful. Suggestions for other issues which ought to be covered welcome. NOTE: much of this is now out-of-date.


Don’t forget that volunteers working for you are covered by some of the same (or similar) regulations as employees – for example on health and safety, insurance. So see the Employment issues page. But do note that providing some employee ‘benefits’, such as training not directly related to their work, could muddy their status such that legally they become employees.

Criminal Record Checks

NOTE: much of the following is out of date and should be ignored in favour of guidance from Disclosure and Barring Service on Gov.Uk, or Sandy Adirondack’s legal update page. In Scotland, it is Protection of Vulnerable Groups (PVG) checks – see Disclosure Scotland or Volunteer Scotland resources.

Police checks, criminal record, basic, standard or enhanced, free volunteer disclosures. Some of the search terms which should bring you here!

Criminal record checks for Standard and Enhanced Disclosures are for organisations which work with children or vulnerable adults, provide health care, or certain professions such as accountancy. They are only available to employers who are registered with the Criminal Records Bureau. Such registration costs £300, plus £5 for each additional counter-signatory (person able to sign applications on behalf of the registered body). Organisations can group together and register under an umbrella body.

The individual (employee or volunteer) and registered employer apply jointly for a Standard Disclosure (updated version of criminal record certificate), listing unspent and spent convictions and cautions, or, for some types of work, an Enhanced Disclosure also listing police information such as suspicions that did not lead to a caution or conviction. The Basic Disclosure (still not available at Jan 04 – previously referred to as a criminal conviction certificate) will only cover unspent convictions and any employer (registered or not) will be able to require employees, volunteers or applicants to provide a copy.

The fee for standard disclosures is £24, enhanced £29 (but fees have increased since this was written). However, checks on volunteers are free but they still have to go through a registered body so costs are involved!

Charity shops, other public fundraising

Under the Rehabilitation of Offenders Act you are not allowed to ask an individual to declare spent convictions unless they will be working with vulnerable people. So an organisation can only get Basic Disclosure on charity shop volunteers, unless the shop has vulnerable people working there.

The basic check is applied for direct by the potential volunteer (or employee), with minimal verification. It is NOT free for volunteers, and is unlikely to be much use in preventing fraud etc. round handling money.

Children’s charities

Trustees New recruits to the management committee/trustees to children’s charities (for this purpose, a charity whose workers normally work in regulated positions, as per Criminal Justice and Court Services Act 2000 section36) must be “checked against the register” – Protection of Vulnerable Adults (PoVA) list which should be included in standard disclosures. See ‘No Secrets’ PoVA guidance (Department of Health).

Travel, drivers

On own car use, one suggestion on the UKVPM forum is to use information on AA web site to separate the costs of car ownership from the running costs, and re-imburse the latter only. HM Revenue & Customs mileage rates (see taxation page) are the maximum before tax would hit.

Volunteer Drivers

If you pay Volunteer Drivers anything for ferrying clients etc. around, it is worth checking HM Revenue & Customs guidance. The archived advice (haven’t found current version yet..) covers how to work out whether tax is due on any mileage or other allowances received towards the cost of running the car.

Insurance for volunteers driving their own vehicles in the course of their tasks can be an issue – business cover is likely to be required. RNIB has compiled a list of insurers who are more helpful and found that “even sowing the seed that we might suggest other insurers to our volunteers has always, to date, resulted in a successful outcome”. Increases in premium would be seen by Inland Revenue as part of their approved mileage rates and shouldn’t be reimbursed separately. You may be able to find more on the Association of British Insurers, but ‘Motor Conference’ information page has disappeared at July 09.