Officer certification
Updated February 2012
To be registered with Charities Services, your organisation must ensure that each of its officers is qualified to be an officer under the Charities Act 2005.
What is officer certification?
To be registered with Charities Services, all of a charity’s officers must be qualified to be an officer under the Charities Act 2005.
Officer certification confirms that an officer of a charity is qualified to be an officer under section 16 of the Charities Act 2005.
When you apply to register your organisation and after it is registered, you must send us an Officer certification form – Form 2 for each officer who is qualified in terms of the Act.
You can complete and send Form 2 online or on paper.
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Who are your officers?
The Charities Act may define officers differently to the way your rules define them. An officer can be a person or a body corporate.
If your charity is a trust, your officers are:
- all your current trustees
If your charity is not a trust your officers are:
- all the members of your highest governing body and
- all the people in a position to have significant influence over your management or administration (for example a chief executive or a chief financial officer).
Helpful tip - A governing body is usually appointed at an AGM and is often called a board or committee. The governing body meets regularly throughout the year to make decisions about running the charity.
If you don’t have trustees, a board or governing body, your officers are all the people in a position to have significant influence over your management or administration. In some cases, such as a co-operative, the officers may be all the members.
If you are in doubt about who your officers are, we suggest it is better to certify people that you think may be officers rather than not certify them.
Helpful tip - Check your rules to see if they specify how many trustees or members your governing body must have. For example, if the rules specify five officers you must certify all five officers and anyone in a position to have significant influence over your management or administration.
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How do you know that an officer is qualified?
The disqualifying factors are set out in section 16 of the Charities Act and are listed below. They include being an undischarged bankrupt, being under 16 years of age, having a conviction for dishonesty within the last 7 years, as well as other criteria.
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To qualify, an officer must not be:
- an undischarged bankrupt
- younger than 16
- convicted of a crime of dishonesty and sentenced within the last 7 years
- disqualified from being an officer under the rules of their organisation
- disqualified by Charities Services under section 31(4) of the Charities Act
- subject to a property order under the Protection of Personal and Property Rights Act 1988, or have their property managed by a trustee corporation under section 32 of that Act (this relates to people who are not fully able to manage their affairs)
- prohibited from being a director or promoter of, or being concerned or taking part in the management of, an incorporated or unincorporated body under the Companies Act 1993, the Securities Act 1978, the Securities Markets Act 1988, or the Takeovers Act 1993
- a body corporate that is being wound up, in liquidation or receivership or subject to statutory management under the Corporations (Investigation and Management) Act 1989.
If any of the above disqualifying factors apply to an officer who has been appointed under an Act or by the Governor-General, Governor-General in Council, or a Minister of the Crown, that officer will automatically qualify as an officer. If this applies, send us an Officer certification form – Form 2 for this officer with the relevant box ticked.
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What should you do if an officer doesn’t qualify at the time you apply to register, or if a new officer is appointed but isn’t qualified?
You may decide to replace the disqualified officer or, you can ask us to allow your charity to be registered or remain registered with the disqualified officer. In this case, instead of sending us an officer form, all the other officers should sign and send us a letter explaining:
- the legal name of your organisation
- the name of the officer
- the position the officer holds in your organisation
- which disqualifying factors apply to the officer
- why you think we should allow this person to be an officer of this charity
We will consider your request and let you know our decision in writing.
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What should you do if an officer becomes disqualified after your charity is registered?
In this situation you must choose one of three options:
- Remove the officer from their role and notify us that the officer no longer qualifies and should be removed from the Register.
- Ask for the charity to be allowed to remain on the Register with the disqualified officer in place.
- Ask us to remove the charity from the Register.
See our information sheet Disqualified officers and complete a Notification of change for a disqualified officer form – Form 8.
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What happens when an officer is no longer an officer or a new officer is appointed or elected?
If this happens during the application process, send us an email or letter as soon as you can. We will update your application and continue to process it. If you have new officers, you will need to send us an Officer certification form – Form 2 for each new officer.
Once your charity is registered, if an officer stops being an officer, you must send us a Notification of changes form – Form 3 no later than three months after the date that:
- the officer stopped being an officer or
- the charity became aware of the change (whichever is the later).
When you appoint a new officer, you must send us a Notification of changes form – Form 3 (with an Officer certification form – Form 2) no later than three months after the date of appointment.
You can complete and send Form 2 and Form 3 online or on paper.
You may also advise a change of officers as part of your Annual Return. In this case, you must send the Return within three months of the change as detailed above.
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The name and date of appointment of all officers since your charity first registered will be on the public Register. However, you can ask for information about your officers to be restricted from public access.
Charities Services may restrict public access to certain information and documents if it considers it is in the public interest to do so. See our information sheet Restricting public access to your information on the Charities Register for more details.
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In summary
- If your organisation is a trust, your officers are all your current trustees.
- If your organisation is not a trust, your officers are all the members of your highest governing body and all the people in a position to have significant influence over your management or administration.
- To be registered, charities must ensure that all of their officers qualify in terms of the Charities Act (or have our approval to allow them to remain on the Register).
- Charities Services may remove a charity from the Register if any of its officers are no longer qualified.
- You must let us know when a new officer is appointed.
- You must let us know when an officer is no longer an officer.
- You must let us know if an officer is no longer qualified.
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