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.
When you apply to register your organisation, you must certify in the application form that all your officers are qualified in terms of the Act.
The Charities Act 2005 may define officers differently to the way your rules define them.
Who are your officers?
The Charities Act 2005 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).
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.
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. Charities Services recommends you have at least three officers.
What is Officer Certification?
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 certify that each officer is qualified in terms of the Act. This is done through the Application form when you first register, or through the "Update Details" page in your Charity Dashboard(external link) once you are registered.
How do you know that an officer is qualified?
The disqualifying factors are set out in section 16 of the Charities Act 2005 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.
To qualify, an officer must not be:
- an individual who is an undischarged bankrupt
- an individual who is under the age of 16 years
- an individual who, or a body corporate that, has been convicted of a crime involving dishonesty (section 2(1) of the Crimes Act 1961) or tax evasion or other offence under section 143B of the Tax Administration Act 1994 and sentenced within the last seven years
- an individual who is 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 Financial Markets Conduct Act 2013, or the Takeovers Act 1993
- an individual who, or a body corporate that, has been disqualified from being an officer of a charitable entity by the Charities Registration Board under section 31(4) of the Charities Act 2005
- an individual who is subject to a property order under the Protection of Personal and Property Rights Act 1988, or whose property is managed by a trustee corporation under section 32 of that Act (this relates to people who are not fully able to manage their affairs)
- a body corporate that is being wound up, is in liquidation or receivership, or is subject to statutory management under the Corporations (Investigation and Management) Act 1989
- an individual who, or a body corporate that, does not comply with any qualifications for officers contained in the rules of your charity.
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?
An organisation will not qualify for registration if a current officer is not qualified and we do not grant a waiver to allow registration with that officer.
You may decide to replace the disqualified officer or, if you wish to have an officer who is disqualified under section 16 of the Charities Act 2005, you can ask us to allow your charity to be registered or remain registered with the disqualified officer. You can do this through the Application form when you first register, or through the "Update Details" page in your Charity Dashboard(external link) once you are registered.
We will consider your request and let you know of our decision in writing.
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 through the "Update Details" online form accessed from your Charity Dashboard(external link)
- 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 the information about Disqualified officers(external link).
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, contact us(external link) as soon as you can. We will give you access to your online application form for you to make any amendments and/or add new officers.
Once your charity is registered, if an officer stops being an officer, you must notify us through the "Update Details" online form accessed from your Charity Dashboard(external link) no later than three months after that 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 can log in and make the update through the "Update Details" online form accessed from your Charity Dashboard(external link) no later than three months after the date of appointment.
If you cannot do this online, please contact us for further help and guidance(external link).
What information about your officers will be on the Charities Register?
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 Restricting information(external link) for more details.
Conflict of interest
All officers of registered charities have a duty to act in the best interests of their charity. A conflict of interest is any situation in which an officer’s personal interest or loyalties could affect the ability to make a decision in the best interest of the charity. It is common for conflicts of interest to occur in charities of all types and sizes, particularly where officers are related by blood, marriage or domestic partnership. Following good policies and procedures will ensure conflicts of interest don’t affect the decision making. Refer to the Charities Services resource ‘Conflict of interest(external link)’ for more information.