Help, I’m a trustee – I think!

This article first appeared in the Summer 2026 edition of InTouch, which you can download here.

This article is written by Edward Connor Solicitors, which uniquely combines the specialism of a high-quality law firm with the gospel aims of a Christian charity. They offer Christ-centred legal expertise, designed to support churches and parachurch organisations in making their ministries flourish. You can find out more about them here.

Being a charity trustee is a form of stewardship. You are looking after the resources that God has placed under your care – but becoming one can be a daunting prospect. You will want to get to grips with how the charity operates from the inside (especially if you haven’t been involved with it much). You’ll need to read the governing documents, accounts and recent board minutes. And you’ll also want to check ‘The Essential Trustee’ – the Charity Commission’s introductory guide – and the Charity Governance Code, which helps with the practical and relational dynamics of a well-functioning trustee body.

You may also ask yourself – do I know what kind of trustee I am? What do I actually have responsibility for? How does my role fit with other roles in the charity that are also described as trusteeship?

In some charities this question doesn’t arise. If your legal structure is a Charitable Incorporated Organisation (CIO) or company limited by guarantee (CLG), and all the charity’s property is held outright for the purposes of the CIO or CLG, your role is simply that of a charity trustee as set out in the Charities Act 2011. In a CLG, you will also be a company director, and you will have overlapping duties under company law and charity law.

The test for a charity trustee in the Charities Act is “the persons having the general control and management of the administration of a charity” (Section 177 of the Charities Act 2011). Usually, it is obvious who these people are – they are the people who have been formally appointed to the role, in accordance with the charity’s governing document, and whose names are on the Charity Commission’s public register. (One of the trustees’ duties is to make sure the list of names on the register is kept up to date!)

Sometimes it is less obvious. If there are people who act as if they have ‘control’, there is a risk that the Charity Commission will regard them as charity trustees even if they haven’t been formally appointed. They then have the responsibilities and duties of trusteeship without necessarily realising it – which includes making sure that any salary or other payment they receive is properly permitted under the constitution. Someone who is in a leadership role, and who is used to taking decisions without oversight, could end up in that position. Do check if you’re unsure.

There are other kinds of trusteeship that often crop up in charities. One of the most common is where a charity occupies property. The governing document that applies to the property is a different one from the charity’s own constitution. It may be a trust deed or a conveyance. The people who hold the property might have a much more limited – but still important! – role in how the charity operates. If the governing document for the property gives them power to make decisions about it (even if they need consent from others, such as church members), they are a distinct body of trustees, separate from the charity itself. If their powers are restricted, and they can only act on the direction of the charity’s own ‘managing’ trustees, then the charity can all operate under a single umbrella. Sometimes the property is held by a statutory trustee, whose powers are set out in legislation – they are then a custodian trustee, and don’t have any decision-making power at all. If your property is held by the Official Custodian for Charities, then this will be the case.

We often find that there is a mix of these kinds of structures underneath what looks like a single charity. Even if the charity is a CIO or CLG, where there is a historic property, or an investment fund that was given to generate income or to use for more specific purposes, the CIO or CLG itself may hold a ‘corporate trustee’ role in relation to that property or those funds. It then has to use those assets on the more restricted terms that apply, as set out in whatever trust deed or document is relevant. It will also need to account for those assets separately.

Of course, just because property or funds are held on a restricted basis now, that doesn’t necessarily mean that they are restricted forever. If there are good reasons for changing those structures, the Charity Commission will often give consent to releasing them. New trustees can bring a fresh pair of eyes to the situation – and that is often a good time to be reviewing whether things need to be different for the future.

So if someone asks you to be a trustee, some questions that you might want to ask, alongside the steps set out in the first paragraph, are:

• Does the charity hold all of its property outright, or are there properties or other assets that are held on a restricted basis?
• Are those other assets held by the charity as a corporate trustee, or by individual trustees (and am I going to be one of them!)?
• What governing documents apply to those assets?
• Are any restricted assets shown in the charity’s accounts?
• Could we use the assets better if the restrictions were changed? Would a change in purposes help – or an ability to spend some of the capital?

Trustees who bring creativity and vision to their role, as well as being guardians and stewards of the charity, are best placed to enable gospel ministry to flourish by making good use of the assets that God has put under their care.