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Part VIIIE+W Charitable Companies

64 Alteration of objectsF1....E+W

(1)Where a charity is a company or other body corporate having power to alter the instruments establishing or regulating it as a body corporate, no exercise of that power which has the effect of the body ceasing to be a charity shall be valid so as to affect the application of—

(a)any property acquired under any disposition or agreement previously made otherwise than for full consideration in money or money’s worth, or any property representing property so acquired,

(b)any property representing income which has accrued before the alteration is made, or

(c)the income from any such property as aforesaid.

[F2(2)Where a charity is a company, any regulated alteration by the company—

(a)requires the prior written consent of the Commission, and

(b)is ineffective if such consent has not been obtained.

(2A)The following are “regulated alterations”—

[F3(a)an amendment of the company’s articles of association adding, removing or altering a statement of the company’s objects,]

(b)any alteration of any provision of its [F4articles of association] directing the application of property of the company on its dissolution, and

(c)any alteration of any provision of its [F4articles of association] where the alteration would provide authorisation for any benefit to be obtained by directors or members of the company or persons connected with them.

(2B)For the purposes of subsection (2A) above—

(a)“benefit” means a direct or indirect benefit of any nature, except that it does not include any remuneration (within the meaning of section 73A below) whose receipt may be authorised under that section; and

(b)the same rules apply for determining whether a person is connected with a director or member of the company as apply, in accordance with section 73B(5) and (6) below, for determining whether a person is connected with a charity trustee for the purposes of section 73A.]

[F5(3)Where a company that has made a regulated alteration in accordance with subsection (2) is required—

(a)by section 26 of the Companies Act 2006 to send to the registrar of companies a copy of its articles as amended,

(b)by section 30 of that Act to forward to the registrar a copy of the special resolution effecting the alteration, or

(c)by section 31 of that Act to give notice to the registrar of the amendment,

the copy or notice must be accompanied by a copy of the Commission’s consent.

(3A)If more than one of those provisions applies and they are complied with at different times, the company need not send a further copy of the Commission’s consent if a copy was sent on an earlier occasion.

(4)Section 30(2) to (4) of that Act (offence of failing to comply with section 30) apply in relation to a failure to comply with subsection (3) above as in relation to a failure to comply with that section.]