Getting Consent for Charity Changes

The Charity Commission’s permissions casework is engaged whenever trustees look to make a decision that isn’t clearly within their existing powers. This includes changing their charitable purpose, disposing of significant assets, or merging with another organisation. The blog stresses that this is a distinct function, separate from investigations: permissions work is about empowering trustees acting in good faith to do what is best for their beneficiaries.

The volume of this casework is substantial; from July to September 2025, the Commission considered 1,667 applications and granted 747 permissions. Recent Charities Act changes also mean more charities now come into this regime when altering governing documents or disposing of land because trust-based and unincorporated charities share the same tests and ‘regulated alterations’ concepts as companies and CIOs.

Two high-profile examples illustrate how such permissions work in action:

1. Sir Percival David Foundation – The Charity Commission authorised changes to the Foundation’s governing document so that it could permanently donate its Chinese ceramics collection to the British Museum. The collection had been on loan since 2009 and, valued at around £1 billion, it is the most valuable object donation in UK museum history.
2. Ironbridge Gorge Museum Trust – Due to falling visitor numbers and the high cost of running 10 museums and 35 listed buildings, the Trust concluded that a transfer to the National Trust was the best option for long-term sustainability. A £9 million government grant is funding the transfer which aims to secure the future of the industrial heritage site.

In both cases, Charity Commission consent was essential to enable the transactions to occur and align founder intentions, public benefit and financial resilience.
 

When consent is no longer needed

As of 27 November 2025, Charities Act provisions on ex-gratia payments are in force. These payments are those a charity has no legal power or duty to make, but which trustees feel under a genuine moral obligation to pay: for example, where a legacy received is higher than the donor intended because a will change was never executed.

The key changes are:

1. Objective moral test – trustees must now consider whether they could reasonably be seen as under a moral obligation, replacing the previous subjective test.
2. Delegation – boards can delegate decisions on ex-gratia payments to staff or committees, though trustees remain ultimately responsible.
3. ‘Small payment’ thresholds – charities can now approve ex-gratia payments without Commission consent, up to limits linked to gross annual income. Current guidance summarise these as:
   1. Income ≤ £25k – up to £1,000
   2. £25k - £250k – up to £2,500
   3. £250k - £1m – up to £10,000
   4. Over £1m – up to £20,000

These limits apply per payment so a large charity could approve several payments annually without consulting the Charity Commission each time.

The Commission’s press notice emphasises that relatively few charities will ever need to use these powers, and that most cases will continue to involve contested legacies rather than routine grants. Some national museums and galleries remain excluded from using the new powers where the payment would relate to items in their collections, reflecting their specific governing statuses.
 

Navigating the Legislation

To remain compliant with Charity Commission guidance, trustees should map decisions and plan ahead, ensuring that they engage with the Commission early and with realistic timelines where consent is needed. They should also update their ex-gratia policies, incorporating the new objective test, delegation options, and income-linked thresholds into their financial controls.