Bristows’ Charities and Not-for-Profit practice provides a wide range of legal services to UK and international charities, foundations, universities and other not-for-profit organisations. We are particularly well-known for our expertise in advising some of the UK’s pre-eminent professional institutions and learned societies established by Royal Charter.
Our clients operate in areas as diverse as science, technology & engineering, medical research, the arts & heritage, health & safety, youth wellbeing, education, relief of poverty, animal welfare, and responsible investment.
Bristows has one of the UK’s longest established charity and not-for-profit legal practices. It originated, many decades ago, from acting for some of the UK’s pre-eminent professional institutions and learned societies, typically incorporated by Royal Charter. Today, we continue to act for many of such charities established to advance science, technology, engineering and the arts & culture. Our expertise in advising Royal Charter bodies is second-to-none in the legal market; it’s what we’re best known for. But today we also act for a host of other national and international charities and not-for-profit organisations, including those established as companies or charitable incorporated organisations (CIOs) or trusts, as well as overseas not-for-profit/tax exempt organisations whose activities extend to the UK. Indeed, there is increasingly a cross-border element to our work.
We advise on establishing charities and not-for-profit organisations in England & Wales. Sometimes, these are affiliated to overseas organisations.
We assist on the formation of different legal forms of charities, including companies limited by guarantee and charitable incorporated organisations (CIOs), foundations, social enterprises and other types of not-for-profit organisations. We also have recent experience of advising on the process of petitioning for a Royal Charter.
We are experts in advising on the full gamut of governance issues.
We regularly advise on, and draft modifications to, governing documents including articles of association, trust deeds and Royal Charters, Bye-laws, Regulations and Codes of conduct and practice. We are accustomed to interacting with the Privy Council Office on behalf of our Royal Charter clients when they are undertaking changes to their Royal Charter or Bye-laws.
We advise on non-routine and sensitive governance issues, such as reportable “serious incidents”, conflicts of interest, and internal disputes within boards or as between boards and executive management.
Where necessary or helpful, we liaise on behalf of our clients with the Charity Commission.
Membership charities and not-for-profit organisations – viz. those with memberships separate from their boards of trustees – raise particular challenges.
- In recent years, we have seen a rise in “member activism”, leading to problematic communication issues between boards of trustees and executive management on the one hand, and members on the other. Membership unrest can also lead to the requisitioning of hostile or difficult general meetings to vote on motions of “no confidence” in the Board, and the like.
- In the case of professional institutions, breaches of codes of professional conduct can trigger disciplinary proceedings under quasi-judicial investigatory, disciplinary and appeals procedures.
We have substantial experience of advising on these kinds of membership issues.
We have substantial and broad experience of helping charities and other not-for-profit organisations put in place appropriate legal arrangements to fulfil their missions. These may range from grants, sponsorship agreements, fellowships, professorial chairs, and award and prize schemes through to structural arrangements such as collaborations, joint ventures, strategic partnerships, or even mergers with other organisations.
Trading, Investment, Fundraising and Tax
We advise charities and not-for-profit organisations on their fundraising and investment activities.
It is often appropriate for trading activities to be conducted through a wholly-owned trading subsidiary in order to shelter profits from tax and/or to ring-fence trading risks. We advise on the establishment of trading subsidiaries and on related governance issues.
Acquisitions and disposals of commercial companies or businesses may form part of a charity or not-for-profit organisation’s investment strategy. Such organisations also engage in equity or debt investments in companies, including venture philanthropy investments. Our Corporate team has considerable experience of advising charities and not-for-profit organisations on mergers & acquisitions and on varied forms of investment.
Tax is one of the most significant issues in the structuring of the activities of a charity or other not-for-profit organisation. Our Tax team frequently advises such organisations on the tax-efficient structuring of trading and investment activities; the effective utilisation of tax exemptions and reliefs and gift aid; and VAT. The Tax team liaises with HMRC where this is essential or helpful to our clients.
We frequently advise on cross-border issues. For instance, a tax exempt organisation in the US or another jurisdiction may require our help in setting up an affiliated fundraising and/or operational charity in the UK. Where necessary, we work alongside specialist lawyers in the relevant overseas jurisdiction.
Data Compliance and Cyber Security
Protection of data and confidential information is of paramount importance to the operation, integrity and reputation of charities and not-for-profit organisations. Bristows has one of the world’s leading Data Protection teams. It has considerable experience of advising such organisations, including major household name charities, on data protection issues and policies and cyber security.
As a full-service law firm, Bristows can advise on most legal issues that are faced by charities and not-for-profit organisations in the course of their operations. We always advise with an eye to the particular concerns of such organisations in regard to the protection of their assets and reputations, and their compliance, where applicable, with charity law.
Our market-leading Commercial IP and Information Technology teams advise charities and not-for-profit organisations on a wide range of intellectual property, information technology and commercial matters – for example, brand/trade mark and copyright issues, licensing of rights, IT contracts, outsourcing arrangements, publishing agreements, software development, cloud computing and on-line commerce.
Our Media and Marketing team advise on advertising and marketing issues.
In the Life Sciences/medical research arena, our Regulatory Team’s expertise can come into play.
Our Employment team is experienced in advising on all types of issues of employment law arising within charities and not-for-profit organisations, including employment contracts, policies and manuals and sensitive matters such as grievances and disputes.
Our Real Estate team is accustomed to advising such organisations on the full range of legal issues that can arise in connection with their premises, including acquisitions and disposals, lease and licensing arrangements and, where applicable, compliance with the particular requirements of the Charities Act 2011.
Our Dispute Resolution team frequently advises charities and other not-for-profit organisations on all manner of disputes with third parties – for example, disputes relating to supply contracts, infringement of brands or copyright or other intellectual property rights, and defamation.