Execution of deeds and documents by charities in England & Wales
Incorporated Charities
Type of
Charity
Summary
Legal
Entity –
Corporate
Status
Executing
a Contract
– the
formalities
Charitable Companies
Charitable companies are
almost always companies
limited by guarantee, under the
Companies Act 2006.
Unincorporated Charities
Charitable Incorporated
Organisations (CIOs)
CIOs are a corporate entity
specifically designed solely for
charities.
Non-Companies Act corporate
bodies
Created either by:

Specific general Act of
Parliament.

Royal Charter
These are corporate bodies and they benefit from separate legal personality.
Corporate bodies can:

own assets;

hold property;

employ staff;

enter into contracts and other obligations; and

sue and be sued in their corporate name.


Affixing its common seal.
Signed by or on behalf of
the company by either:
1.
2.
3.
Two authorised
directors/trustees;
or
One director/trustee
and the company
secretary; or
A director/trustee in
the presence of a
witness who attests
the signature.


Affixing its common seal;
or
Signature of at least two
trustees or, if it only has
one trustee, by that
trustee. The document
must be expressed to be
executed under/by the
CIO.
**


Any person with authority
(express or implied) can
contract on behalf of the
charity.
In practice, seals are
commonly used for simple
contracts.
NB the charity’s governing
document (for example, its statute,
charter, bye-laws or articles) may
prescribe rules for executing
contracts.


Affixing its common seal.
Signed by or on behalf of
the company by either:
1. Two authorised
directors/trustees; or
2. One director/trustee
and the company
secretary; or
3. A director/trustee in
the presence of a
witness who attests
the signature.



Affixing its common seal;
Signature of at least two
trustees or, if it only has
one trustee, by that
trustee; or
By a person duly
authorised as the CIO’s
attorney, under a general
or specific power given in
an instrument executed as
a deed, to execute deeds
and documents on behalf
of the CIO.
Subject to any applicable statutory
provisions to the contraryexecuted by:

Affixing the common seal of
the charity accompanied by
the formalities, if any, as set
out in the charity’s governing
document.
Charitable Unincorporated association
Neither of the above is a legal entity in its own right; they have no separate legal
personality.
These are not corporate bodies – contracts cannot be entered into by or with, and property
cannot be held by, the charity itself.
The trustees hold the legal title to the
property personally on trust for the
charitable purposes of the trust. They
enter into contracts in their personal
capacity and are personally jointly and
severally liable for debts and other
liabilities of the trust.
The terms of a charitable trust are usually
set out in a trust deed, declaration of trust
or under a Charity Commission scheme.
*
Executing
a Deed –
the
formalities
Charitable Trust
The property is usually held either by and in
the names of the trustees, or by an in the
names of other named individuals (current or
former members for example), on trust for
the charitable purposes of the association.
Subject to the constitution, the trustees or
individual members are jointly and
severally liable for the debts and other
liabilities of the association.
The trustees can, subject to the trusts of the charity, authorise any two or more trustees to
execute documents in their names and on behalf of the trustees (s333 Charities Act 2011).
Such authority may either be general or limited.
Such an authority:

May be given in writing or by a resolution of a meeting of the charity trustees.

Can be conferred on any two or more of the charity trustees or on named
charity trustees, or restricted in any other way.

Has effect, until revoked and subject to any restrictions, as a continuing
authority.
Where no authority has been given the general principle is that:

Documents relating to land should be executed by all of the individuals who hold the
legal title to that land.

All other documents should be executed by at least a simple majority of the charity
trustees.
Two duly authorised charity trustees in the presence of a witness.
Interests in Land
*Non exempt charities - the charity directors/trustees are required to give certain certificates (conveyances, transfer, leases and other documents) disposing of an interest in charity land. The trustees/directors and not
the company are required to provide the certificates. The trustees/directors should co-execute the document containing the relevant certificate as well as the charitable company. This can be done by two duly
authorised directors under s333 Charities Act 2011 (see above).
** When dealing with interests in land the trustees of a CIO are required to give certain certificates (conveyances, transfer, leases and other documents) disposing of interests in land. The trustees must co-execute a
disposition or charge containing the relevant certificate. The trustees can authorise any two or more trustees to sign on behalf of all the charity trustees under s333 Charities Act 2011 (see above).
© Stone King LLP
March 2015
March 2015