Written Resolution Appointment of New Trustee of CCLBG (Identity Verification Compliant) 
Most sets of articles for a charitable company limited by guarantee (CCLBG) will allow for new trustees/directors (Trustees) to be appointed by way of a Trustees board resolution. The Charity Articles of Association-Private Company Limited By Guarantee permit it. This will usually be more straightforward than passing an ordinary resolution of the members.
This approval can either be sought at a routine board meeting or alternatively via a written resolution of the directors’/trustees’ sent to and signed by each of the existing Trustees.
A Trustees’ written resolution is particularly useful if a board decision is required, and the board has not got the time to call a meeting, or Trustees are unavailable to attend a board meeting. Article 10 of the Charity Articles of Association-Private Company Limited By Guarantee requires a written resolution to be approved unanimously. Therefore, the resolution will need to be circulated to all Trustees and the CCLBG should retain signed resolutions from all Trustees showing their unanimous agreement to the new appointment.
This resolution includes provisions covering the introduction of the identity verification (IDV) regime. The introduction of IDV is one of the key changes to UK company law under the Economic Crime & Corporate Transparency Act 2023 (ECCTA). Trustees need to be ID verified to act under the provisions of the ECCTA and there are potential civil and criminal penalties for failure to do so. IDV is mandatory from 18 November 2025. IDV applies to Trustees irrespective of their nationality or where they are resident.
The ECCTA gives Companies House new and enhanced powers to help disrupt economic crime and the IDV regime is a key component of this.
Following full implementation of ECCTA, it is no longer possible to register an appointment of a Trustee at Companies House nor for that Trustee to act, until they have been ID verified.
Our guidance note here provides further details.
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