UK CIC and Charity Governing Documents and Constitution Templates

What a charity constitution is, how to get a copy of the Charity Commission model governing document template in Word for a CIO, charitable company or Trust, or a small charity constitution template, or CIC articles of association (constitution).  Plus UK Charity Constitution and Model Governing Document FAQS at the end.

What is a Charity Constitution Or Governing Document?

Charity constitutions, governing documents,  and articles of association are different legally but fundamentally do the same thing. Essentially, these outline what your charity or CIC exists to do, its functions and the rules under which it will operate. Charitable companies and CICs have articles of association, charitable trusts and association and foundation CIOs model constitutions (governing document). Small charities and clubs may simply refer to their constitution as club rules, or similar.

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Charity Commission Constitutions, Governing Documents & Articles

The Charity Commission guidance explains that your charity constitution is a legal document that sets out:

• Its charitable purposes (‘objects’).
• What it can do to carry out its purposes (‘powers’), such as borrowing money.
• Who runs it (‘trustees’) and who can be a member.
• How meetings will be held and trustees appointed.
• Any rules about paying trustees, investments and holding land.
• Whether the trustees can change the governing document, including its charitable objects (‘amendment provisions’).
• How to close the charity (‘dissolution provisions’).

The Charity Commission guidance (CC22b) on how to write your governing document is here.

Charity Model Governing Documents

The Charity Commission provides model governing documents for Charitable Companies, Trusts and CIO Foundations and Associations.  This Charity Excellence resource explains these different types of charity, provides a step-by-step process to register yours and you can download the relevant charity constitution template in Word from the governing documents section.

Small Charity Constitution Template - Unincorporated Associations

The term used by the Charity Commission is unincorporated association, but is often referred to as a small charity, community or constituted group.  The small charity constitution template is very simple and available in Word format.  Better still, a small charity doesn't have to be registered with the Charity Commission E&W.  This Charity Excellence toolkit explains everything you need to know to set one up.  You can download a constitution template from the 'How To Set up.' section.

Community Interest Company (CIC) Constitution - Articles Of Association

CICs are companies, so have articles of association, rather than constitutions or governing documents.

The are 2 types of articles for CICs:

• Large membership - for CICs, which have more members than they have directors.
• Small membership - for CICs, all of whose directors are members of the company and all of whose members are directors of the company.

In addition to this, if your CIC company will be limited by shares, there are additional types of articles called schedule 2  and 3.

In my experience, the vast majority of CICs are Limited By Guarantee and are small membership.

This Charity Excellence resource provides a simple toolkit to enable you to register your CIC.  You can download the constitution templates in Word format from the 'Articles Of Association' section.

Community Amateur Sports Clubs (CASC) Constitution

For sports clubs, Sport England has guidance on creating your constitution. Be aware that, if you wish to become a Community Amateur Sports Club (CASC) to register with HMRC to claim Gift Aid and other tax reliefs, you will need to include specific clauses in your governing document.

Changes To Your Charity Constitution

Changes to your charity constitution should be approved your board and, if applicable, approval by members and/or your regulator.  The Charity Commission guidance for charities is here.

What is required should be detailed in your constitution and for substantive changes may require what is often referred to as a special (or extraordinary) resolution.  For example, changing your objects (purposes), name or legal structure.  It normally requires a much higher percentage (often 75%) of those voting to approve it.

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Charity Legal Structure FAQs

• What are the 4 types of registered charity legal structure?  The 4 types of charity are a charitable trust, charitable company, Foundation Model CIO and Association Model CIO.
• Which types of charity are incorporated?  Charitable companies and CIOs are incorporated.  Charitable Trusts and unincorporated associations (unregistered charities) are not, so do not have limited liability protection.
• What is the best charity structure?  By far the most popular choice of charity is a CIO Foundation Model because it is easiest to run but charitable companies and CIO Association models are better in some circumstances.
• What’s the worst type of charity structure?  A charitable trust is not incorporated, so trustees do not have limited liability, and must have income, or promised income of £5000 but has no advantages over other types of registered charity.
• Do I need £5000 to register a charity?  To register a charitable company or trust it must have £5000 pa income or an offer of this from a recognised grant maker but CIO Foundation and Association model charities do not need any income at all.
• Which charity structure is best for fundraising?  Registered charities are more appealing for fundraising than unincorporated associations (unregistered charities), but the 4 types of registered charity are all equally good when fundraising.

UK Charity Constitution and Model Governing Document FAQs

• What is a charity constitution? A charity constitution (governing document) is a legal document that sets out its charitable purposes (‘objects’), powers, who runs it and who can be a member, meetings and appointments, rules on remuneration, investments and holding land, power to change the governing document and how to close the charity.
• How do we change a charity constitution? The Charities and Companies Acts allow certain amendments to be made to constitutions (governing documents) and many charities also have specific powers of amendment in their governing documents, but there will almost certainly be conditions that must be met when using it.
• What are charity model documents?  When registering a new charity, regulators usually expect their standard constitution template to be used, often referred to as a model governing document.  Long established charities may have constitutions that are different to current model documents.
• How do I get a copy of a charity's governing document?  Charitable company governing documents can be downloaded from the Companies House website, the relevant register of charities will include a charity's object(s), type of governing document and formation date but not the whole document. You would usually need to request that from the charity.
• What are charitable purposes? The Charities Act 2011 defines a charitable purpose, explicitly, as one that falls within 13 descriptions of purposes and is for the public benefit.
• What is public benefit for charities? Charitable public benefit is what the charity is set up to achieve (its ‘purpose’), how its purpose is beneficial, how its purpose benefits the public or a sufficient section of the public and how the trustees will carry out the charity’s purpose for the public benefit.
• What are a charity’s objects? A charity's objects, sometimes called objectives, are a statement of its purposes - they must be exclusively charitable.  A charity must have one or more of the purposes which have been defined in law.
• How do you write a charity’s objects? A charity’s objects (objectives) describe what your charity will do, where, who will benefit and how you will do that. Your objects must be exclusively charitable – that is fall within 1 or more of the 13 charitable purposes. It’s best to have only a few, or even just 1, objects and to keep these short but broadly defined.
• Who do we send our unincorporated association constitution to?  Unincorporated associations, such as small charities and clubs don't submit their constitutions to a regulator but it is good practice to display this on a noticeboard, website or similar and to make your club rules available to anyone who asks for these.

Charity Name FAQs

• What are the rules for naming a charity? Your charity’s name must not be the same as or too similar to an existing charity, or use words you do not have permission to use and may not include anything offensive or be misleading.
• What words do we need permission to use in a charity name? Sensitive words and expressions are those, which, when used in a charity or other organisation’s name need approval before the name can be registered or used.  You need evidence that you have permission to use the name of a famous person or character, famous or copyrighted work, trade marks and 'Royal' words.
• Can you change the name of your charity? You can change a charity’s name but must comply with charity name rules and advise the Charity Commission, or other charity regulator as soon as possible. Charitable companies and CICs also need to advise Companies House.

This Guide to Constitutions and Governing Documents Is Not Professional Advice

This article on CIC and charity constitutions and governing documents is for general interest only and does not constitute professional legal or financial advice.  I'm neither a lawyer, nor an accountant, so not able to provide this, and I cannot write guidance that covers every charity or eventuality.  I have included links to relevant regulatory guidance, which you must check to ensure that whatever you create reflects correctly your charity’s needs and your obligations.  In using this resource you accept that I have no responsibility whatsoever from any harm, loss or other detriment that may arise from your use of my work.  If you need professional advice, you must seek this from someone else. To do so, register, then login and use the Help Finder directory to find pro bono support. Everything is free.