Charity Commission & CIC Constitutions & Governing Document Templates - CIO, Charitable Company Or Trust, Small Charity, Club & CICs Articles

How to choose and download the right constitution or Charity Commission model governing document for a CIO, Charitable Company or Trust, Small Charity, Club & Community Interest Company (CICs) Articles. What these are and how to use them.

Charity Commission Constitutions & Model Governing Documents, And Articles Of Association?

There are legal niceties, but these are fundamentally the same thing. Essentially, it is a document that outlines what your organisation exists to do, its functions and the rules under which it will operate. The Charity Commission guidance below provides more detail on the kind of things you might expect to be included in a governing document. Charitable companies and community interest companies (CICs) have articles of association, charitable trusts and community incorporated organisations (CIOs) have a constitution (governing document). Small charities and clubs may simply refer to theirs as rules.

If you are a registered non-profit, you will be required to submit your governing document to your regulator. Unregistered small charities and clubs don't, 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.

Model documents are standard governing documents that your regulator will require you to use. Be aware that older organisations may have different constitutions to these.

Charity Commission Guidance - 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

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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 constitution from the governing documents section.

Small Charity Constitutions - 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.  There are an estimated 100,000 of these and setting one up is very quick and simple.  The constitution is much simpler and does not have to be registered with the Charity Commission.  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) Articles Of Association

CICs are companies, so have articles of association.  

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 company will be limited by shares, there are additional types of articles:

  • A schedule 2 company limited by shares is only permitted to pay dividends to specified asset locked bodies, or other asset locked bodies with the consent of the Regulator.
  • A schedule 3 company limited by shares is permitted to pay dividends to shareholders who are not asset locked bodies, including private investors, but the payment of a dividend to a private financial investor is subject to a dividend cap.

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

This Charity Excellence resource provides asimple toolkit to enable you to register your CIC.  You can download the model articles from the 'Articles Of Association' section. 

Community Amateur Sports Clubs (CASC)

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

Changes To Your Constitution

Changes to your governing document 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 governing document and for substantive changes may require what is often referred to as a special (or extaordinary) 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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Get Professional Help, If You Need It

I'm neither a lawyer, nor an accountant, so not competnent to provide professional advice and what you need will depend on your particular circumstances. This is a layman's guide intended to simplify the often confusing regulations and is not professional advice.  If you need advice, there are links to pro bono lawyers on the Free Goods & Services page.  

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