Charity Constitution and Articles of Association Explained | LegalDocuments.co.uk

What this document is

A charity's governing document is the written set of rules it agrees to operate under. The form it takes depends on the legal structure you've chosen. A constitution is the standard governing document for an unincorporated charitable association, essentially a group of people who have agreed to work together for a charitable purpose without forming a separate legal entity.

Articles of association, by contrast, are the governing document for a charity that has incorporated as a company limited by guarantee (and in some cases, a Charitable Incorporated Organisation uses its own constitution in a similar role, though the CIO framework sits under different rules). Both types of document need to define the charity's purposes in a way that meets the legal test for charitable status, set out how trustees are appointed and removed, cover meetings and voting, deal with conflicts of interest, and explain what happens to any remaining assets if the charity is dissolved.

The Charity Commission publishes model documents that many new charities adapt. Where a charity is also a company, the articles must comply with company law as well as charity law, which is why getting the drafting right matters.

How to use this document

1. Decide on your legal structure first. Before you draft anything, work out whether your charity should be an unincorporated association, a trust, a charitable company limited by guarantee, or a Charitable Incorporated Organisation. The structure dictates which governing document you need and what it must contain. Each option has different implications for liability, reporting, and how easy it is to hold property or employ staff.
2. Draft your charitable purposes carefully. The objects clause is the heart of your governing document. It must describe purposes that fall within the categories recognised as charitable under the Charities Act, and it must demonstrate public benefit. Vague or overly broad wording often causes registration applications to stall, so take time to write objects that are specific enough to be meaningful but flexible enough to allow the work to evolve.
3. Set out your trustee provisions. Your document should explain how trustees are appointed, how long they serve, how they can be removed, and what their powers are. It should also cover conflicts of interest, trustee benefits (which are generally restricted), and how meetings are called and conducted. Clear provisions here prevent disputes and protect the trustees personally when decisions come under scrutiny.
4. Cover members, meetings, and decision-making. Depending on your structure, you may have a wider membership beyond the trustees. The document needs to explain who can be a member, what rights members have, how general meetings work, what quorum applies, and how voting is handled. For charitable companies, these provisions also need to sit alongside the requirements of the Companies Act.
5. Include amendment, dissolution, and asset-lock clauses. Every charity governing document should explain how it can be amended in future (some clauses need Charity Commission consent to change), and what happens to any assets left over if the charity closes. Charitable assets must pass to another charity with similar purposes, they can't be distributed to members or trustees. This asset lock is a defining feature of charitable status.