Converting an existing Community Benefit Society (CBS) to a Charitable Community Benefit Society (CCBS)

• Exclusively charitable purposes (as defined in the Charities Act 2011) There may be other aspects of rules that require amendment too – including rules around use of surpluses, payment of profits, and dissolution. You will also wish to note that if the society has the community benefit society statutory asset lock within its rules, it cannot become a charity (because those rules are legally unalterable and are too broad to meet the charity law test).
• Activities must benefit the public
• Must not distribute profits to members — instead, profits must be used for the society’s charitable purposes

• Please also note that depending on the legal jurisdiction, there may be requirements to register as a charity (Northern Ireland, and Scotland); or the society may be exempt from registration England and Wales). You will find further information on the relevant charity regulator’s websites:
• Charity Commission for England and Wales:
  https://www.gov.uk/government/publications/exempt-charities-cc23/exempt-charities
• Office of the Scottish Charity Regulator (Scotland):
  https://www.oscr.org.uk/becoming-a-charity/
• Charity Commission for Northern Ireland:
  https://www.charitycommissionni.org.uk/manage-your-charity/register-your-
  charity/

• Include charitable purposes only
• Restrict use of assets for charitable use (this includes an asset lock)
• Remove any powers that conflict with charity law (e.g., distributions to
  members)
• Make sure the rules align with the FCA’s model rules for charitable CBSs (not mandatory but advisable)

• Pass a special resolution (typically requires 75% approval of members voting)
• You may need to:

• Call a general meeting
• Provide notice as per your society's existing rules

3. Submit Rule Change to the FCA