Changes to the definition of officer

Published 5 October 2023

As a registered charity, you’ve likely come across the term “officer” a few times. This could be as a result of your registration with Charities Services, seeing the term in your organisation’s rules, or maybe even because you’ve been following recent legislative changes to the Charities Act. If you have been keeping up to date with the recent changes, you might be aware that the definition of “officer” under the Charities Act gets wider and clearer as of 5 October 2023.

Under the new definition, your officers are anyone (including a body corporate) who occupies a position in the charity, and who can exercise significant influence over substantial decisions of the entity.

But what does that mean in practice?

For trusts, your officers include the trustees. In societies and companies, your officers are all the members of the board, committee or governing body of the charity (if it has one).

No matter what type of entity your charity is though, your officers also include anyone who occupies a position where they can exercise significant influence over substantial decisions. These might include a chief executive (CEO), chief financial officer (CFO), general manager, or another person with significant influence over strategic, financial or operational decisions.

In addition, “officer” now includes anyone who has powers conferred on them to make substantial decisions that would otherwise fall on the trustees, the board, or the governing body of the charity. In this case, the person is an officer regardless of whether they hold a position in the charity. Officers in this category are those with clearly delegated powers, such as directors.

It is important to note, if your charity is a trust your officers may now include both trustees and non-trustees, such as CEO’s or CFO’s. Societies and companies already needed to include these as officers, but the recent changes make this requirement clearer.

Officers are responsible for ensuring their organisation is run according to its rules and the requirements of the Charities Act 2005. This includes making sure the charity’s funds and assets are used exclusively to advance the organisation’s charitable purpose. It’s crucial work, so it’s vital you know who your officers are.

To help charities understand the change, here is a chart showing common officer types and how they would fit within the old and new definition of officer:

One key thing to remember is this change does not remove any people who have previously been identified as officers. It simply broadens the scope, and allows registered charities to represent themselves more accurately on the register.

With these changes coming into effect, it’s the perfect opportunity for your organisation to check in with yourselves and make sure your information is still up to date. Have a look at your rules document, check in with your fellow officers, and if any updates need to be made to your registration information, you can do so by completing the Update Charity Details form. 

If you have any questions, reach out! We are here to help.