Register of Directors' Interests UK: Charity Guide

Overview

A register of directors' interests is an internal record maintained by a charitable company that lists the personal and financial interests each director has declared. Because charitable companies limited by guarantee sit under two regulatory regimes, company law through Companies House and charity law through the Charity Commission, the register serves a dual purpose.

It supports the directors' statutory duties under the Companies Act 2006 around declaring interests in proposed or existing transactions, and it supports the trustees' duty to act in the best interests of the charity and avoid conflicts of loyalty. Typical entries cover other directorships, employment, business interests of close family members, property dealings with the charity, and any benefit a trustee or connected person might receive from the charity's activities.

The register is usually reviewed at the start of each board meeting and updated whenever a trustee's circumstances change. Keeping it current is the board's collective responsibility, though the company secretary or a designated trustee often holds the pen.

Key steps

1. Set up the register in a central, accessible format. Create a single document, spreadsheet, or entry in your governance software that every trustee can see and update. Include columns for the trustee's name, the date the interest was declared, a description of the interest, and the date it ended (if applicable). Store it where future trustees will find it.
2. Ask every director to make a full declaration on appointment. When someone joins the board, give them a blank declaration form and a clear explanation of what counts as an interest. This should cover paid roles elsewhere, other trusteeships, shareholdings, property or contractual links to the charity, and relevant interests held by close family members or connected businesses.
3. Review and refresh declarations at regular intervals. Most charities run an annual refresh where every trustee reconfirms or updates what they previously declared. Between refreshes, trustees should flag any change as soon as it happens rather than waiting. Put a standing item on each board agenda inviting new or updated declarations.
4. Handle conflicts when they arise at meetings. If an item on the agenda touches a trustee's declared interest, the board should record the conflict in the minutes, decide whether the trustee should withdraw from the discussion and vote, and document the reasoning. The register feeds directly into this process by making existing interests visible in advance.
5. Keep the register alongside other statutory records. The interests register sits with your broader company books, such as the register of members, the register of directors, and the PSC register. Retain declarations even after a trustee leaves, so historical decisions can be audited against the interests that existed at the time.

Common questions