Change of charity secretary: A specimen checklist for charitable companies limited by guarantee

Of interest to those involved in charity governance.


This guidance note offers to a charitable company limited by guarantee an outline of the information that should be considered when dealing with the change of charity secretary. As such, it is a specimen document for charities to amend to suit their needs. 

Purpose of this guidance

For a charitable company limited by guarantee it is essential that trustees are aware of their legal duties both as trustees under charity law, and as directors under company law. It is because of this dual responsibility that the terms ‘trustee’ and ‘director’ may be used interchangeably. For the purpose of this document, we use the terms trustee and director to emphasise the twin legal duties.

This guidance note covers registered charities in England and Wales. Although principles of good governance transcend national borders, it is important to bear in mind the specific differences in charity legislation for those charities operating in Scotland, Northern Ireland, and elsewhere. The sections of the Companies Act 2006, however, which apply to changes of secretaries, including company secretaries of companies limited by guarantee, apply equally to England, Wales and Scotland.

This document includes:

  • Specimen checklist

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