Citation and extent

1. —(1) These Regulations may be cited as the Charities Act 2022 (Commencement No. 3, Consequential, Saving and Transitional Provisions) Regulations 2024.

(2) These Regulations extend to England and Wales, subject to paragraph (3).

(3) The amendments brought into effect by paragraphs 2 and 3 of Schedule 2 to these Regulations have the same extent as the provisions that they amend.

Interpretation

2. —(1) In these Regulations—

“ the 2011 Act ” means the Charities Act 2011( 2 );

“ the 2022 Act ” means the Charities Act 2022;

“ the court ” means—

and includes any judge or officer of the court exercising the jurisdiction of the court;

“ the Tribunal ” means in relation to any appeal made under the 2011 Act—

(2) For the purposes of regulations 6 to 8, relevant proceedings are commenced when a notice, claim form or other document is sent or delivered to, or filed with, the Tribunal or court for the purpose of commencing the proceedings.

Provisions coming into force on 7th March 2024

3. The day appointed for the coming into force of the provisions of the 2022 Act listed in Schedule 1 is 7th March 2024.

Provisions coming into force on 19th May 2025

4. The day appointed for the coming into force of the provisions of the 2022 Act listed in Schedule 2 is 19th May 2025.

Consequential amendments to the Land Registration Rules 2003

5. Schedule 3 contains amendments to the Land Registration Rules 2003( 3 ), which are consequential on the coming into force of section 23 of the 2022 Act, brought into force by paragraph 5 of Schedule 1 to these Regulations.

Saving provision in relation to section 1 of the 2022 Act

6. —(1) In this regulation—

“ regulated alteration ” has the meaning given by section 198(2) of the 2011 Act;

“ relevant proceedings ” means, in relation to a decision of the Charity Commission to give or to withhold consent in relation to a regulated alteration, proceedings—

(2) Paragraph (3) applies in relation to a charitable company if, prior to 7th March 2024—

(a) the charity trustees of the company have applied to the Charity Commission for consent under section 198(1)(a) to make a regulated alteration, and

(b) any of the following applies—

(i) the Charity Commission has not yet made a decision whether to give or to withhold consent to that regulated alteration;

(ii) the Charity Commission has informed the charity trustees of the company in writing that it consents or is withholding its consent to that regulated alteration and the period for commencing relevant proceedings has not expired;

(iii) relevant proceedings have been commenced.

(3) Sections 198, 199 and 337 of the 2011 Act continue to have effect on and after 7th March 2024 in relation to the charity trustees of the company in respect of the regulated alteration as if section 1 and (as it has effect in relation to section 198 of the 2011 Act) section 37(2)(b) of, and paragraph 43 of Schedule 2 to, the 2022 Act had not come into force.

Saving provision in relation to section 2 of the 2022 Act

7. —(1) In this regulation—

“ regulated alteration ” has the meaning given by section 226(2) of the 2011 Act;

“ relevant proceedings ” means—

(2) Paragraph (3) applies in relation to a charitable incorporated institution (“the CIO”) if, prior to 7th March 2024—

(a) the charity trustees of the CIO have made either of the following applications to the Charity Commission—

(i) an application to the Charity Commission for consent in relation to a regulated alteration,

(ii) an application to register an amendment to the CIO’s constitution; and

(b) any of the following applies—

(i) the Charity Commission has not yet made a decision whether to give or to withhold consent to a regulated alteration, or to register or to refuse to register an amendment;

(ii) the Charity Commission has registered an amendment and the period for commencing proceedings on an application for judicial review in relation to that decision has not expired;

(iii) the Charity Commission has made a decision to refuse to register an amendment and the period for commencing relevant proceedings has not expired;

(iv) relevant proceedings have been commenced.

(3) Sections 226, 227, 248 and 337 of, and Schedule 6 to, the 2011 Act continue to have effect on and after 7th March 2024 in relation to the charity trustees of the CIO in respect of the amendment to the CIO’s constitution as if section 2 and (as it has effect in relation to section 226 of the 2011 Act) section 37(2)(b) of, and paragraphs 2 and 44 of Schedule 2 to, the 2022 Act had not come into force.

Saving provision in relation to section 3 of the 2022 Act

8. —(1) In this regulation—

“ relevant proceedings ” mean—

“ section 268(1) resolution ” means a resolution of the charity trustees of a charity to transfer all of the property of the charity to one or more charities passed in accordance with section 268(1) of the 2011 Act;

“ section 275(2) resolution ” means a resolution of the charity trustees of a charity to replace all or any of the purposes of the charity with other purposes specified in the resolution passed in accordance with section 275(2) of the 2011 Act.

(2) Paragraph (4) applies to the charity trustees of a charity if, prior to 7th March 2024—

(a) the charity trustees of the charity have passed a section 268(1) resolution, and

(b) any of the following applies—

(i) the charity trustees of the charity have not yet sent a copy of the section 268(1) resolution, together with a statement of their reasons for passing it, to the Charity Commission, as required by section 268(5) of the 2011 Act;

(ii) the charity trustees of the charity have sent a copy of the section 268(1) resolution, together with a statement of their reasons for passing it, to the Charity Commission, and the period under section 270 of the 2011 Act (as may be extended by subsections (4) to (7) of section 271 of the 2011 Act) has not expired;

(iii) the section 268(1) resolution has taken effect under section 270 of the 2011 Act and the period for commencing proceedings on an application for judicial review in connection to that has not expired;

(iv) the Charity Commission has informed the charity trustees of the charity in writing that it objects to the section 268(1) resolution under section 271(1) of the 2011 Act and the period for commencing relevant proceedings in relation to that decision to object has not expired;

(v) relevant proceedings have been commenced.

(3) Paragraph (4) also applies to the charity trustees of a charity if, prior to 7th March 2024—

(a) the charity trustees of the charity have passed a section 275(2) resolution, and

(b) any of the following applies—

(i) the charity trustees of the charity have not yet sent a copy of the section 275(2) resolution, together with a statement of their reasons for passing it, to the Charity Commission, as required by section 275(6) of the 2011 Act;

(ii) the charity trustees of the charity have sent a copy of the section 275(2) resolution, together with a statement of their reasons for passing it, to the Charity Commission, and the period under section 277 of the 2011 Act (as may be extended by subsections (4) to (7) of section 278 of the 2011 Act) has not expired;

(iii) the section 275(2) resolution has taken effect under section 277 of the 2011 Act and the period for commencing proceedings on an application for judicial review in connection to that has not expired;

(iv) the Charity Commission has informed the charity trustees of the charity in writing that it objects to the section 275(2) resolution under section 278(1) of the 2011 Act and the period for commencing relevant proceedings in relation to that decision to object has not expired;

(v) relevant proceedings have been commenced.

(4) Section 328 of, and Schedules 6 and 11 to, the 2011 Act continue to have effect on and after 7th March 2024 in relation to the charity trustees of the charity in respect of either or both the section 268(1) resolution and the section 275(2) resolution (as the case may be), as if paragraphs 4, 8(a) and (b) and 10(e) of Schedule 2 to, the 2022 Act had not come into force.

Saving provision in relation to section 23 of the 2022 Act

9. —(1) Paragraph (4) applies in relation to a contract for the sale, or for a lease or other disposition, of land which is held by or in trust for a charity, entered into before 7th March 2024, if the disposition of the relevant land has not taken place before 7th March 2024.

(2) Paragraph (4) also applies in relation to—

(a) a conveyance, transfer, lease or other instrument effecting a disposition of land held by or in trust for a charity,

(b) a mortgage of land held by or in trust for a charity,

entered into before 7th March 2024.

(3) For the purposes of paragraph (2), a mortgage includes a charge.

(4) Sections 122 and 125 of the 2011 Act, and paragraph 4(2)(b) of Schedule 1 to the Trusts of Land and Appointment of Trustees Act 1996( 5 ), continue to have effect on and after 7th March 2024 as if section 23 of, and paragraph 29 of Schedule 2 to, the 2022 Act had not come into force.

Transitional provision in relation to section 23 of the 2022 Act

10. —(1) This regulation applies throughout the period beginning with 7th March 2024 and ending with 19th May 2025.

(2) Section 122(2) of the 2011 Act( 6 ) is to be read as if—

(a) in paragraph (c) after “(aa),” there were inserted “(b),” ; and

(b) in paragraph (d) after “(aa),” there were inserted “(b),” .

(3) Rule 180 of the Land Registration Rules 2003( 7 ), is to be read as if—

(a) in paragraph (b) after “(aa),” there were inserted “(b),” ;

(b) in paragraph (c) after “(aa),” there were inserted “(b),” ; and

(c) in paragraph (d) after “(aa),” there were inserted “(b),” .

Schedules

Regulation 3

Schedule 1 Provisions of the 2022 Act coming into force on 7th March 2024

1. Section 1 (alteration of charitable company’s purposes).

2. Section 2 (amendments to constitution of CIOs).

3. Section 3 (powers of unincorporated charities).

4. In section 18 (exceptions to restrictions on dispositions or mortgages of charity land)—

(a) subsection (1), in so far as it relates to the provisions of section 18 mentioned in sub-paragraphs (b) to (d) of this paragraph,

(b) subsection (2)(a),

(c) subsection (2)(c), and

(d) subsection (3)(a).

5. Section 23 (information to be included in certain instruments).

6. Section 29 (powers relating to appointments of trustees).

7. Section 31 (remuneration etc of charity trustees etc).

8. Section 33 (gifts to merged charity).

9. Section 34 (vesting declarations: exclusions).

10. Section 35 (vesting permanent endowment following a merger) for the remaining purposes.

11. Section 37 (public notice as regards Commission orders etc) for the remaining purposes.

12. Section 40 (minor and consequential provision), in so far as it relates to the provisions brought into force by paragraph 13 of this Schedule 1.

13. The following paragraphs of Schedule 2 (minor and consequential amendments)—

(a) paragraph 1, in so far as it relates to paragraphs 2 to 10 of Schedule 2,

(b) paragraph 2,

(c) paragraph 3,

(d) paragraph 4,

(e) paragraph 5,

(f) paragraph 6,

(g) paragraph 7,

(h) paragraph 8,

(i) paragraph 9,

(j) paragraph 10,

(k) paragraph 29,

(l) paragraph 38, for the remaining purposes,

(m) paragraph 42,

(n) paragraph 43, and

(o) paragraph 44.

Regulation 4

Schedule 2 Provisions of the 2022 Act coming into force on 19th May 2025

1. Section 18 (exceptions to restrictions on dispositions or mortgages of charity land) so far as not in force in accordance with paragraph 4 of Schedule 1 to these Regulations.

2. Section 24 (amendments of the Universities and College Estates Act 1925).

3. Schedule 1 (amendments of the Universities and College Estates Act 1925: consequential amendments).

Regulation 5

Schedule 3 Consequential amendments to the Land Registration Rules 2003

1. The Land Registration Rules 2003 are amended in accordance with paragraphs 5 to 9, subject to paragraphs 2 to 4.

2. The amendments made by this Schedule have no effect in relation to a contract for the sale, or for a lease or other disposition, of land which is held by or in trust for a charity, entered into before 7th March 2024, if the disposition of the relevant land has not taken place before 7th March 2024.

3. The amendments made by this Schedule also have no effect in relation to—

(a) a conveyance, transfer, lease or other instrument effecting a disposition of land held by or in trust for a charity,

(b) a mortgage of land held by or in trust for a charity,

entered into before 7th March 2024.

4. For the purposes of paragraph 3, a mortgage includes a charge.

5. In rule 176(2)(a), for “or (c)” substitute “, (c) or (d)” .

6. In rule 180(1)—

(a) in the words before paragraph (a) for “section 37(1) of the Charities Act 1993” substitute “section 122(2) of the Charities Act 2011” ;

(b) in the words before paragraph (a) for “section 37(7)” substitute “section 123(1)” ;

(c) in paragraph (b) for “(b) or (c) as the case may be ) of section 36(9) of the Charities Act 1993” substitute “(c) or (d) as the case may be ) of section 117(3) of the Charities Act 2011” ;

(d) in paragraph (c) from “(b)” to the end substitute “(c) or (d) of section 117(3) of the Charities Act 2011, but the disposition has been sanctioned by an order of the court or of the Charity Commission.” ”;

(e) after paragraph (c) insert—

“ (d) “The land transferred ( or as the case may be ) is held by [( proprietors ) in trust for] ( charity ), a non-exempt charity, and this transfer ( or as the case may be ) is not one falling within paragraph (a), (aa), (c) or (d) of section 117(3) of the Charities Act 2011, but there is power under the trusts of the charity to effect the disposition and sections 117 to 121 of that Act have been complied with.”. ” .

7. In rule 180(2)—

(a) in the words before paragraph (a) for “section 39(1) of the Charities Act 1993” substitute “section 125(1) of the Charities Act 2011” ;

(b) in paragraph (b) for “section 38(5) of the Charities Act 1993” substitute “section 124(9) of the Charities Act 2011” ;

(c) in paragraph (c) from “section 38(5)” to the end substitute “section 124(9) of the Charities Act 2011, but the charge ( or mortgage) has been sanctioned by an order of the court or of the Charity Commission.” ”;

(d) after paragraph (c) insert—

“ (d) “The land charged is held by (or in trust for) ( charity ), a non-exempt charity, and this charge ( or mortgage) is not one falling within section 124(9) of the Charities Act 2011, but there is power under the trusts of the charity to grant the charge ( or mortgage) and the requirements of section 124(2) of that Act have been complied with.”. ” .

8. For rule 180(3) substitute—

“ The statement required by section 126(2)(b) of the Charities Act 2011 must be in the following form—

“ The restrictions on disposition imposed by sections 117 to 121 of the Charities Act 2011 also apply to the land (subject to section 117(3) of that Act). ” . ” .

9. In Schedule 4 (standard forms of restrictions) in the entry relating to Form E—

(a) for “section 36 or section 38 of the Charities Act 1993 applies” substitute “sections 117 to 121 of the Charities Act 2011 apply, or section 124 of that Act applies,” ;

(b) for “certificate” substitute “statement” ;

(c) for “section 37(2) or section 39(2)” substitute “section 122(2A) or section 125(1A)” .