← Knowledge Base | Help Sheets | Royal Chartered Body

Royal Chartered Body

A Royal Chartered body is an organisation incorporated by Royal Charter — a formal document granted by the Crown, historically on the advice of the Privy Council. It is one of the oldest forms of incorporation in existence, predating both company law and statute by centuries. Royal Chartered bodies occupy a distinct and prestigious position in the landscape of governing structures — operating under their own constitutional documents rather than company law, and carrying a form of authority and legitimacy that no other structure quite replicates.

What a Royal Chartered body is

A Royal Charter is a formal instrument of incorporation granted by the Crown. It creates a legal entity — a body corporate — with its own legal personality, capable of owning property, entering contracts, and being sued in its own name. The charter sets out the body's purpose, its governance structure, and the powers it holds. It is, in effect, the body's founding constitutional document — and it derives its authority not from an Act of Parliament or from registration at Companies House, but from the Crown itself.

Royal Chartered bodies include some of the most prominent institutions in British public life — the BBC, the Bank of England, many of the ancient universities, the Royal College of Surgeons, the Chartered Institute of Personnel and Development, the Royal Institution of Chartered Surveyors, the Law Society, and hundreds of other professional bodies, learned societies, and institutions of significant public standing. Each was granted its charter at a particular point in history, for a particular purpose, and each is governed by the terms of that charter alongside its own bylaws.

How it is created

A Royal Charter is granted by the Privy Council on behalf of the Crown, following an application from the body seeking incorporation. The process is lengthy and selective — Royal Charters are not granted routinely. The Privy Council requires evidence that the applying body has a significant and established role in its field, that it operates in the public interest, that it has a stable membership and sound governance, and that incorporation by Royal Charter is appropriate given its purpose and standing. New charters are rare. Most existing Royal Chartered bodies received their charters decades or centuries ago.

The charter itself sets out the body's name, its objects, its powers, and its basic governance structure. Alongside the charter, the body adopts bylaws — detailed rules governing how it operates day to day, how members are admitted, how the governing body is constituted, how decisions are made, and what happens in various circumstances including the death or incapacity of officers.

Unlike a company incorporated at Companies House, a Royal Chartered body is not subject to the Companies Act. It does not file accounts at Companies House in the usual way — though it may be subject to other reporting requirements depending on its size, purpose, and whether it is also a registered charity. Changes to the charter itself require Privy Council approval — they cannot be made unilaterally by the body's own governing board.

Governance

A Royal Chartered body is governed by its charter and bylaws. The governing body — typically called a council, a board of trustees, or a court — is constituted in accordance with the charter and bylaws. Its members may be elected by the membership, appointed by specified bodies, or ex officio. The specific governance arrangements vary considerably between chartered bodies — reflecting the diversity of their purposes and the different periods in which their charters were granted.

The officers of a Royal Chartered body — a president, a chief executive, a registrar, or whatever titles the charter uses — hold their positions in accordance with the charter and bylaws. They are appointed and removed in the ways the governing documents prescribe. Unlike a company director, they do not hold their position under the Companies Act and their duties are defined by the charter and bylaws rather than by statute — though general legal duties of good faith and fiduciary obligation still apply.

Membership

Membership of a Royal Chartered body is typically granted by election or examination — reflecting the body's role as a standard-setter and professional gatekeeper in its field. The use of protected designations — Fellow of the Royal College of Surgeons, Chartered Surveyor, Chartered Accountant — is one of the most significant privileges the charter confers. These designations signal a defined standard of competence and professional standing. They cannot be used without the body's authorisation, and the body can remove them if a member fails to maintain the required standards.

As with a company limited by guarantee, membership of a Royal Chartered body is personal and non-transferable. It cannot be passed on through a Will or inherited by a beneficiary. When a member dies, their membership ceases. The designations they held — the letters after their name — cannot be used by their estate or their successors.

On death — what happens to the body

A Royal Chartered body does not cease to exist on the death of a member or officer. The body continues — perpetual succession is one of the fundamental characteristics of a body corporate, and one that the charter specifically confers. The governing body continues to function. The membership continues. The body's assets, contracts, and obligations are unaffected by the death of any individual member or officer.

What changes on the death of an officer or governing body member is the composition of the governance structure. The charter and bylaws will typically prescribe what happens — how the vacancy is filled, whether a temporary appointment can be made, and what decisions can and cannot be made during any period when a position is vacant. In well-governed chartered bodies, these provisions are clear and tested. In bodies with older or less carefully drafted bylaws, gaps may exist.

As with a company limited by guarantee, membership is not a transferable asset and does not form part of the deceased member's estate. There is nothing for the executor to deal with in relation to the membership itself. Where the deceased held personal assets connected to the body — property used by the organisation, personal loans, intellectual property — these form part of the estate and need to be dealt with under the Will or the rules of intestacy.

Protected designations and death. The chartered designations a member holds — FRCS, MRICS, CIPD, and so on — cease to be valid on their death. They cannot be used posthumously, cannot be inherited, and form no part of the estate. Where a member's professional reputation and goodwill were built around their chartered status — a sole trader or consultant operating under their professional designation — the death of the designations alongside the death of the individual is worth considering in the context of business succession planning.

On death — estate planning considerations

Membership of a Royal Chartered body has no financial value for IHT purposes — it is not a transferable asset and cannot be bought or sold. The chartered status itself is therefore not something that requires estate planning attention. What does require attention is the broader estate of the member — particularly where their professional life was built around their chartered status and the business or practice they operated as a result of it.

A chartered professional — a surveyor, an accountant, an architect, a medical professional — who operates a business in their own name, or through a partnership or company, needs estate planning that addresses the business as well as their personal estate. The charter may be the credential that built the business — but it is the business itself, its assets, its goodwill, and its ongoing relationships that need to be planned for on death.

On incapacity — what happens to the body

A Royal Chartered body does not cease to exist if a member or officer loses capacity. The body continues. What changes is the officer's ability to fulfil their governance role — they cannot attend meetings, cannot vote, and cannot sign documents in their capacity as an officer of the body.

The charter and bylaws should address what happens when an officer loses capacity — whether their position terminates automatically, whether a temporary replacement can be appointed, and what authority the remaining governing body members have to act in the interim. In bodies with modern, well-drafted bylaws, these provisions are typically clear. In bodies operating under older charters, the provisions may be less so — and amendment requires Privy Council approval, which takes time.

From a personal estate planning perspective, a Property & Financial Affairs LPA is important for any officer of a Royal Chartered body who holds personal assets connected to the body's operations — or whose personal financial affairs are intertwined with their professional role. The LPA gives a trusted attorney the authority to manage those personal affairs if capacity is lost. It does not give the attorney the right to act as an officer of the chartered body — that is a personal role governed by the charter and bylaws, not by personal financial authority.

"A fellow of a Royal Chartered body has served on its governing council for fifteen years. He loses capacity. His bylaws are silent on what happens to a council member who can no longer act. His attorney has no authority to attend council meetings or vote on his behalf. A vacancy is eventually declared — but the process takes months, during which the council is inquorate for several significant decisions. The charter provides for perpetual succession of the body. It does not provide for the succession of its individual officers. That gap, in an organisation of this standing, is more common than most members would expect."

Key planning points for Royal Chartered body members and officers

• Understanding that membership and chartered designations are personal and non-transferable — they do not form part of the estate and require no specific estate planning in themselves.

• Estate planning that addresses the professional practice or business built on the basis of chartered status — the goodwill, the client relationships, the assets — rather than the membership itself.

• A Property & Financial Affairs LPA covering personal financial affairs — including any personal assets connected to the body's operations — so that a trusted attorney can act if capacity is lost.

• Familiarity with the charter and bylaws — particularly the provisions dealing with officer vacancy, incapacity, and the appointment of successors — so that gaps are identified before they become problems.

• For those in senior governance roles — consideration of succession planning within the body itself, and whether the bylaws are sufficiently clear on what happens when a key officer can no longer act.