Is your charity ready? Further changes to Ireland's charity laws now in force

Key changes at a glance

• Charity trustees:
  • The Charities Act 2009, as amended by the Charities (Amendment) Act 2024 ("the Act"), now expressly sets out the principal duties of charity trustees, codifying rather than changing their existing obligations.
  • New rules on minimum number, residency and relationships of trustees.
  • Boards with “connected relatives” should review their composition.
• Register of Members: now required, with prescribed content.
• Constitution: may be published on the public register from 2027.
• Registration: new information requirements for applicants and new trustees; applications may be rejected if information is not provided in time.
• Notifications: obligation to notify the Regulator promptly of incorrect information, a proposed wind-up or ceasing operations.
• Information to be displayed by a charity: a charity must now include prescribed information on all public documents. The Charities Regulator recently published its newsletter, which highlights information all charity trustees should be aware of. In particular, it sets out a helpful note on what must be displayed on all public documents.
• Financial reporting: new financial thresholds, pending Ministerial regulations.
• Annual Report: renamed Annual Return.

Note: education bodies should take specific advice, as not all changes apply to them.

Introduction

Charity trustees legally control, govern and direct a charity, ensuring it fulfils its mission and acts in the best interests of its beneficiaries. Given the importance of their role, we focus on the changes introduced on 30 October 2026 that directly affect charity trustees.

Board composition

Under new section 54A of the Act:

• A charity must have at least three charity trustees who are natural persons. A majority of those trustees must be resident in Ireland, an EEA State or the United Kingdom and must not be connected relatives of another trustee.
• A charitable trust may instead have a single corporate trustee, provided that the corporate trustee is incorporated in Ireland, an EEA state or the United Kingdom. That corporate trustee must have at least three individual directors, a majority of whom meet the residency and connected relative requirements.
• “Connected relatives” are defined as “in relation to a person means a child, step-child, parent, step-parent, brother, sister, spouse, civil partner, cohabitant, grandparent or grandchild, or a child of the person’s civil partner or cohabitant”.
• These requirements do not apply to education bodies.

What action to take now?

These requirements are now law. Review your board without delay:

• Confirm you have at least three trustees.
• Check where each trustee is resident.
• Identify any connected relatives of the trustees.

Where your board falls short, act now to restructure it and bring the charity into compliance.

Trustee duties: now on a statutory footing

New section 54B of the Act confirms that:

• Charity trustees have statutory duties, including a duty to act in good faith in the charity’s best interests. Trustees must act honestly and responsibly in advancing the charity’s charitable purpose. Trustees must avoid conflicts of interest. Trustees must exercise the care, skill and diligence reasonably expected of a person with the knowledge and experience appropriate to the role.
• Where a charity becomes aware that a trustee has breached these duties, the charity must endeavour to remedy the consequences of the breach as soon as practicable.
• A breach of these duties does not, by itself, invalidate a contract or transaction entered by the charity.
• The Charities Regulator may apply to the High Court where it considers that a trustee has breached these duties or the charity has failed to take appropriate steps to remedy a breach.

What action to take now?

As these duties now have a statutory basis, charities should:

• Ensure all trustees are briefed on these duties.
• Incorporate them into the trustee induction programme.
• Put a process in place to identify any breach and to remedy its consequences as soon as practicable.

Regulator guidelines and codes of conduct

Under new section 54C of the Act:

• The Charities Regulator may issue, and revise, guidelines and codes of conduct on matters including trustee duties, minimum governance standards, significant events, charity constitutions and certain agreements or appointments.
• Charities and their trustees must have regard to these guidelines and codes of conduct.

What action to take now?

As charities must have regard to the Regulator’s guidelines and codes of conduct, trustees should ensure they have obtained and reviewed all those relevant to their charity. Regular trustee training can be a valuable way of keeping up to date as guidance is issued and revised.

Comment

With the Charities Regulator showing a growing willingness to take enforcement action, including through the High Court, now is the time for boards to take stock.

Key priorities for charities include:

• Reviewing the board against the new minimum number, residency and connected-relative requirements, and addressing any gaps.
• Ensuring every trustee understands their statutory duties, building these into induction and having a process to identify and remedy any breach as soon as practicable.
• Obtaining and reviewing the Regulator’s relevant guidelines and codes of conduct, supported by regular trustee training.

• Ensuring compliance with the new Register of Members, registration information requirements, notification obligations and public document disclosure requirements. Charities uncertain about the identity of their members should clarify this without delay. Our Charity and Not-for-Profit team has previously published guidance on this issue and can provide further assistance where required.

Look out for further updates from our team, where we will examine the other changes and new requirements introduced by this second commencement order and their implications for charities.

For further information or expert advice on how these changes affect your charity, please contact a member of our Charity and Not-for-Profit team.

The content of this article is provided for information purposes only and does not constitute legal or other advice.