http://www.legislation.gov.uk/ukpga/2011/25/part/10Charities Act 2011An Act to consolidate the Charities Act 1993 and other enactments which relate to charities.texttext/xmlenStatute Law Database2026-04-30Expert Participation2026-05-01 Part 10193In this Act “charitable company” means a charity which is a company.1941Where a charitable company's name does not include the word “charity” or “charitable”, the fact that the company is a charity must be stated in legible characters—ain every location, and in every description of document or communication, in which it is required by regulations under section 82 of the Companies Act 2006 to state its registered name, andbin all conveyances purporting to be executed by the company.2Where a company's name includes the word “elusen” or “elusennol” (the Welsh equivalents of “charity” and “charitable”), subsection (1) does not apply in relation to any document that is wholly in Welsh.3The statement required by subsection (1) must be in English, except that, in the case of a document that is otherwise wholly in Welsh, the statement may be in Welsh if it consists of or includes the word “elusen” or “elusennol”.4In subsection (1)(b) “conveyance” means any instrument creating, transferring, varying or extinguishing an interest in land.1951This section applies to any legal proceedings brought by a charitable company to which section 194 applies to enforce a right arising out of a contract or conveyance in connection with which there was a failure to comply with that section.2The proceedings must be dismissed if it is shown that the defendant to the proceedings—ahas a claim against the company arising out of the contract or conveyance that the defendant has been unable to pursue because of the company's failure to comply with section 194, orbhas suffered some financial loss in connection with the contract or conveyance because of the company's failure to comply with that section,unless the court before which the proceedings are brought is satisfied that it is just and equitable to permit the proceedings to continue.3This section does not affect the right of any person to enforce such rights as that person may have against another in any proceedings brought by the other.1961Where a charitable company fails, without reasonable excuse, to comply with section 194, an offence is committed by—athe company, andbevery officer of the company who is in default.2For this purpose a shadow director of the company is treated as an officer of the company if the failure is to comply with section 194(1)(a) and that person would be treated as an officer of the company for the purposes of the corresponding requirement of regulations under section 82 of the Companies Act 2006.3A person guilty of such an offence is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding 10% of level 3 on the standard scale.4Expressions used in this section have the same meaning as in section 84 of the Companies Act 2006 (criminal consequences of failure to disclose company's registered name).1971Subsection (2) applies where a charity—ais a company or other body corporate, andbhas power to alter the instruments establishing or regulating it as a body corporate.2No exercise of the power which has the effect of the body ceasing to be a charity is valid so as to affect the application of—aany 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,bany property representing income which has accrued before the alteration is made, orcthe income from any such property.1981Any regulated alteration by a charitable company—arequires the prior written consent of the Commission, andbis ineffective if such consent has not been obtained.2The following are regulated alterations—aan amendment of the company's articles of association which alters the charitable purposes of the company, bany alteration of any provision of its articles of association directing the application of property of the company on its dissolution, andcany alteration of any provision of its articles 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.2AIn considering whether to consent to an alteration falling within subsection (2)(a) the Commission must have regard to—athe purposes of the company when it was established, if and so far as they are reasonably ascertainable,bthe desirability of securing that the purposes of the company are, so far as reasonably practicable, similar to the purposes being altered, andcthe need for the company to have purposes which are suitable and effective in the light of current social and economic circumstances.3Where a company that has made a regulated alteration in accordance with subsection (1) is required—aby section 26 of the Companies Act 2006 to send to the registrar of companies a copy of its articles as amended,bby section 30 of that Act to forward to the registrar a copy of the special resolution effecting the alteration, orcby 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.4If 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.5Subsections (2) to (4) of section 30 of that Act (offence of failing to comply with section 30) apply in relation to a failure to comply with subsection (3) as in relation to a failure to comply with that section.199For the purposes of section 198(2)(c) “benefit” means a direct or indirect benefit of any nature, except that it does not include— aany remuneration whose receipt may be authorised under section 185, orbthe purchase of any insurance which may be authorised under section 189.2001For the purposes of section 198(2)(c), the following persons are connected with a director or member of a charitable company—aa child, parent, grandchild, grandparent, brother or sister of the director or member;bthe spouse or civil partner of the director or member or of any person falling within paragraph (a);ca person carrying on business in partnership with the director or member or with any person falling within paragraph (a) or (b);dan institution which is controlled—iby the director or member or by any person falling within paragraph (a), (b) or (c), oriiby two or more persons falling within sub-paragraph (i), when taken together.ea body corporate in which—ithe director or member or any connected person falling within any of paragraphs (a) to (c) has a substantial interest, oriitwo or more persons falling within sub-paragraph (i), when taken together, have a substantial interest.2Sections 350 to 352 (meaning of child, spouse, civil partner, controlled institution and substantial interest) apply for the purposes of subsection (1).2011In the case of a charitable company, each of the following is ineffective without the prior written consent of the Commission—aany approval given by the members of the company under any provision of Chapter 4 of Part 10 of the Companies Act 2006 (transactions with directors requiring approval by members) listed in subsection (2), andbany affirmation given by members of the company under section 196 or 214 of the 2006 Act (affirmation of unapproved property transactions and loans).2The provisions of the 2006 Act are—asection 188 (directors' long-term service contracts);bsection 190 (substantial property transactions with directors etc.);csection 197, 198 or 200 (loans and quasi-loans to directors etc.);dsection 201 (credit transactions for benefit of directors etc.);esection 203 (related arrangements);fsection 217 (payments to directors for loss of office);gsection 218 (payments to directors for loss of office: transfer of undertaking etc.).2021A charitable company may not do an act to which this section applies without the prior written consent of the Commission.2This section applies to an act that—adoes not require approval under a listed provision of Chapter 4 of Part 10 of the Companies Act 2006 (transactions with directors) by the members of the company, butbwould require such approval but for an exemption in the provision in question that disapplies the need for approval on the part of the members of a body corporate which is a wholly-owned subsidiary of another body corporate.3The reference to a listed provision is a reference to a provision listed in section 201(2).4If a company acts in contravention of this section, the exemption referred to in subsection (2)(b) is to be treated as being of no effect in relation to the act.2031The Commission may make an application under section 1029 of the Companies Act 2006 (application to court for restoration to the register of companies) to restore a charitable company to the register of companies.2The power exercisable by the Commission by virtue of this section is exercisable—aby the Commission of its own motion, butbonly with the agreement of the Attorney General on each occasion.S. 198(2A) inserted (7.3.2024) by Charities Act 2022 (c. 6), ss. 1(3), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 1 (with reg. 6)Words in s. 198(2)(a) substituted (7.3.2024) by Charities Act 2022 (c. 6), ss. 1(2), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 1 (with reg. 6)Words in s. 199 substituted (7.3.2024) by Charities Act 2022 (c. 6), s. 41(4), Sch. 2 para. 43; S.I. 2024/265, reg. 3, Sch. 1 para. 13(n)