Charity trustees are the people with general control and management of a charity, and in England and Wales they owe six core duties set out in the Charity Commission’s guidance The essential trustee (CC3): further the charity’s purposes for the public benefit, comply with the governing document and the law, act in the charity’s best interests, manage its resources responsibly, act with reasonable care and skill, and make sure it is accountable. Trustees share these duties equally, and the law usually protects those who act honestly and reasonably.

Who counts as a charity trustee?

Section 177 of the Charities Act 2011 defines charity trustees as the persons having the general control and management of the administration of a charity. The label does not matter. CC3 says that every properly appointed member of the body with ultimate authority under the governing document is a charity trustee in law, whether they are called trustees, directors, committee members or governors, and that they share equal responsibility. In a charitable company the trustees are the company’s directors, so they also owe the duties described in directors’ duties under the Companies Act.

A trustee must be properly appointed under the governing document. CC3 warns that if an appointment breaks those rules it is not valid, and decisions the person took part in may be open to challenge.

Who is allowed to be a trustee?

CC3 sets minimum ages of 16 for a charitable company or CIO (unless the governing document says older) and 18 for any other charity. Section 178 lists the cases in which a person is automatically disqualified, including:

  • an unspent conviction for an offence involving dishonesty or deception, or one of the offences listed in section 178A
  • being an undischarged bankrupt, or subject to a composition or arrangement with creditors such as an individual voluntary arrangement
  • having been removed as a trustee by the Commission or the High Court for misconduct or mismanagement
  • being disqualified as a company director.

The Commission can waive a disqualification on application. CC3 also says trustees should check that senior managers in chief executive or finance director roles are not disqualified, because the same rules apply to them.

What are the six core duties?

Duty What it means in practice
Ensure the charity carries out its purposes for the public benefit Understand the purposes in the governing document, plan activities that further them and spend money only on them
Comply with the governing document and the law Follow the charity’s own rules and the Charities Act, plus employment, safeguarding, data protection, tax and other law that applies
Act in the charity’s best interests Make balanced, informed decisions collectively; manage conflicts; take no benefit unless properly authorised
Manage resources responsibly Use assets only for the purposes, avoid undue risk, do not overcommit, take care with investment, borrowing and property
Act with reasonable care and skill Use your experience, take advice when needed, prepare for and attend meetings
Ensure the charity is accountable Meet statutory accounting and reporting requirements and oversee anything delegated to staff or volunteers

CC3 distinguishes “must” (a legal or regulatory requirement) from “should” (good practice the Commission expects). It also explains that some duties cannot realistically be met without the good practice. For example, managing resources responsibly requires financial controls under which more than one person is involved in receiving income and authorising spending.

Trustees must also have regard to the Commission’s public benefit guidance when exercising powers to which it is relevant. The Commission says this means being aware of it, taking it into account, and having a good reason for any departure.

How should trustees handle conflicts and payments?

CC3 describes the “voluntary principle”: trustees are usually unpaid, though they can claim reasonable expenses such as travel and childcare. A conflict of interest arises whenever a trustee or a connected person, such as a close relative, business partner or company, could benefit from a decision. Trustees must declare conflicts and prevent them from affecting decisions, and should record how each was dealt with. Normally the conflicted trustee withdraws from the discussion and the decision. Directors of charitable companies need specific authority in the articles before a conflicted director can take part.

Section 185 allows a charity to pay a trustee, or a person connected with one, for goods or services (not for being a trustee and not under an employment contract) if four conditions are met:

  1. the amount or maximum is set out in a written agreement and is reasonable
  2. before the agreement, the trustees decided it was in the charity’s best interests
  3. trustees who are paid or connected to someone paid remain a minority of the board
  4. the governing document does not expressly prohibit the payment.

The trustees must have regard to Commission guidance before making such an agreement. Any other payment needs authority in the governing document or from the Commission or court. For company law equivalents, see directors’ conflicts of interest.

What standard of care applies?

For trustees of unincorporated charities, section 1 of the Trustee Act 2000 imposes a duty to exercise such care and skill as is reasonable in the circumstances, taking account of any special knowledge or experience the trustee has or claims to have, and a higher standard for those acting in the course of a business or profession. Section 221 of the Charities Act 2011 applies an equivalent duty to trustees of a CIO, together with a duty to act in good faith in the way most likely to further its purposes. A qualified accountant who joins a board as treasurer is therefore judged against what an accountant would be expected to know.

CC3 says trustees should recognise when they need advice, particularly on property, investment and borrowing. It states that trustees must obtain written advice, including a valuation from a qualified surveyor, before agreeing a sale or a lease of more than seven years, and must get written financial advice before taking a mortgage or loan secured on the charity’s property.

What must trustees report?

Accountability means meeting the statutory accounting and reporting rules for the charity’s size and structure, including preparing accounts, arranging an independent examination or audit where required, and filing the annual return. CC3 also says the Commission requires charities to report serious incidents: actual or alleged events that result in or risk significant loss of money or assets, damage to property, or harm to the charity’s work, beneficiaries or reputation. The most common are fraud, theft, significant financial loss and safeguarding issues. Failure to report one that later comes to light may be treated as mismanagement.

When are trustees personally liable?

CC3 says personal liability is extremely rare but possible in two ways:

  • To the charity, for loss caused by acting improperly, whatever the legal form. Under section 191 the Commission can relieve a trustee wholly or partly from liability for breach of trust or duty if they acted honestly and reasonably and ought fairly to be excused, but not from personal contractual liability. A trustee who receives an unauthorised payment or benefit must repay it, and CC3 says the Commission cannot relieve that duty.
  • To third parties. In an incorporated charity (company or CIO) the charity itself is liable to creditors. In an unincorporated trust or association the trustees contract personally, and if liabilities exceed the charity’s assets they can be personally liable for the shortfall.

Section 189 lets trustees buy indemnity insurance out of charity funds, but it cannot cover criminal fines, regulatory penalties, or liability to the charity for conduct the trustee knew, or must reasonably be assumed to have known, was not in its interests. CC3 recommends that an unincorporated charity that employs staff or enters contracts should seriously consider incorporating.

How does this work in practice?

Illustration only. A village hall charity has five trustees. One trustee runs a decorating business and offers to repaint the hall for £4,000. The trustees obtain two other quotes, confirm the governing document does not prohibit the payment, and record a decision that the arrangement is in the charity’s best interests. The decorator trustee leaves the meeting for the discussion and vote, signs a written agreement capping the price at £4,000, and is the only paid trustee, so paid trustees remain a minority. The minutes note the conflict and how it was managed, satisfying section 185 and the best interests duty.

What mistakes come up most often?

  • Letting a dominant chair or founder make decisions; trustees must act collectively.
  • Paying a trustee or a relative without written agreement, minority check or authority.
  • Funding activities outside the charity’s purposes because they seem worthwhile.
  • Appointing trustees without checking eligibility or following the governing document.
  • Treating late accounts or annual returns as minor, when they are a breach of the accountability duty.
  • Not reporting a fraud or safeguarding concern to the Commission as a serious incident.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.