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Constitutional Reviews and Restructuring

Charities evolve over time. As a result, and bearing in mind the fact that the legal environment in which they operate is always changing, trustees often decide that the time has come to review a charity’s current structure. This can entail a relatively brief review of the charity’s powers or administrative procedures, or it can involve an in-depth analysis of its constitutional structures and documents.

Given the advent of the Companies Act 2006 we are finding that charitable companies are increasingly seeking to review their Memorandum and Articles of Association in order to comply with the Act and also to take advantage of the increased flexibilities it offers.

Case studies

1. Acting for a charity in Exeter with a £5 million turnover in its change from an unincorporated trust to a company limited by guarantee. This was a significant undertaking which involved establishing a new charitable company, negotiating a revised objects clause with the Charity Commission, arranging for the transfer of the charity’s assets and registering the process on the Charity Commission’s Register.
2. One of our national charity clients is considering how best to manage the development of its work overseas. We prepared a report for consideration by its board of trustees on the options for structuring the charity on an international scale.
3. Advising an independent school, working with children with learning difficulties, on the proposed widening and updating of its objects clause to enable the school to provide additional services and to cater for pupils in a wider age range. This included obtaining agreement from the Charity Commission to the changes and overseeing the adoption of a formal Charity Commission Scheme.
4. Advising a national charity on a complete overhaul of its governance structure. This included a review of its Memorandum and Articles of Association, co-ordinating a consultation exercise amongst charity members and other stakeholders, the introduction of a new system of governance over its many branches and overseeing the adoption of the new constitution at an AGM.
5. Assisting a Cornish charity to review its governance structure. This involved a review of both its membership and board structure. Due to the sensitivities involved we had to handle the process of change with great precision and care.

For initial advice, please contact:

• James Evans on 01392 685243
• Anna Roderick on 01392 685367