Consequences of failure to register a change to a society’s or trust’s constitution

My last article (“Remedying a procedurally unlawful change to society rules”) discussed the issues when changes are made to society rules without following the appropriate procedure. This article considers a closely related issue. Statutory requirements to register a change to a society’s or trust’s constitution Section 21(2)(c), Incorporated Societies Act 1908 requires that “Every alteration of the rules must be — delivered to the Registrar accompanied by a certificate by an officer of the society or a solicitor certifying that the alteration has been made in accordance with the rules.” Then subsection (3) states “The Registrar, if satisfied that the alteration has been duly made, and that the rules as so altered conform in all respects to this Act, shall register the alteration in like manner as in the case of the original rules, and the said alteration shall thereupon take effect according to the tenor thereof. …” The section also protects the interests of creditors (subsection (4)), and confers on the Registrar a discretion (in subsection (5)) in the case of any alteration of a society name to “… refuse to register the alteration until the making thereof has been publicly advertised in such manner as the Registrar thinks fit.” Strangely, there is no time specified within which the Registrar should be advised of the change, but, taken together, the effect of section 21(3), (4) and (5) is that registration of rule changes is no mere automatic formality, and the apparent effects of these subsections are discussed below. Under section 23(1), Charitable Trusts Act 1957, a copy of any variation of trusts of a trust board or alteration...