How to Register a Charity in the UK: Governing Documents Guide (2026)

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In this article:

• What is a governing document for a charity?

• Sample CIO constitution extract

• Required clauses: what the Charity Commission and HMRC both need

• 9 key components of a charity governing document

• Regulator filing requirements

• How to register a charity: step by step

• Common mistakes that delay your registration

• What happens after you file?

• Start fundraising on day one

• Frequently asked questions

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What is a governing document for a charity?

A governing document is the constitutional foundation of your charity. It sets out the charity's name, its purposes (known as the 'objects'), how it is governed, and what happens to any remaining assets if the charity dissolves. Every registered charity in the UK must have one, and the Charity Commission will not register your charity without it.

Unlike the US system, where articles of incorporation follow a broadly similar state-by-state format, UK charities use different types of governing document depending on the legal structure they choose. Getting the structure right from the start matters: changing it later requires a formal Charity Commission scheme or amendment, which takes time.

The governing document does three things at once. It establishes your charity as a legal body with purposes that the Charity Commission recognises as exclusively charitable. For incorporated structures, it separates the charity's legal identity from its founders and trustees, limiting personal liability. And it is the document HMRC scrutinises when you apply for charitable tax status, which is what unlocks Gift Aid.

The four main charity structures and their governing documents:

• Charitable Incorporated Organisation (CIO): governed by a CIO constitution. The Charity Commission publishes two model constitutions: GD2 (the association model, where voting members elect trustees) and GD3 (the foundation model, where the board of trustees governs alone). CIOs are the most popular structure for new small charities because they offer limited liability without needing a separate Companies House registration.

• Charitable company limited by guarantee: governed by a memorandum and articles of association, filed with both Companies House and the Charity Commission.

• Charitable trust: governed by a trust deed, executed by the founding trustees.

• Unincorporated charitable association: governed by a constitution. The Charity Commission publishes model GD1 for this structure. Note that unincorporated associations do not offer trustees limited liability, which is why many founders now prefer a CIO.

In Scotland, all charities register with OSCR regardless of income. In Northern Ireland, charities register with CCNI. The governing document principles are the same across all three jurisdictions, though each regulator publishes its own guidance and model documents.

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Sample CIO constitution extract

Below is a simplified extract showing the structure of a CIO constitution for a fictional charity, Community Youth Sport Scotland (a CIO association model). Use this as a structural reference only, not as legal advice. For a complete model, download the Charity Commission's official GD2 (association model) or GD3 (foundation model) from the Charity Commission website.

Constitution of Community Youth Sport Scotland (CIO)

1. Name. The name of the Charitable Incorporated Organisation is Community Youth Sport Scotland.

2. National location of principal office. The principal office is in England and Wales (or Scotland, as applicable).

3. Objects. The objects of the CIO are to promote community participation in healthy recreation by providing facilities and coaching for young people who, by reason of their youth, disability, or financial hardship, have need of such facilities. The CIO is established for exclusively charitable purposes as defined by the Charities Act 2011.

4. Powers. In furtherance of the objects, but not further or otherwise, the CIO may raise funds, invite and receive contributions, manage investments, employ staff, and enter into contracts.

5. Application of income and property. The income and property of the CIO shall be applied solely towards promoting its objects. No part shall be paid or transferred, directly or indirectly, to the members or trustees of the CIO, except as permitted by this constitution and charity law.

6. Trustees. The CIO shall have a minimum of three trustees who are unconnected to one another and meet the requirements of the Charities Act 2011. Trustees are appointed by the members in general meeting (association model).

7. Dissolution. If the CIO is wound up or dissolved, any remaining assets shall be applied for purposes the same as or similar to the CIO's objects, or transferred to another charity with similar objects, as determined by the trustees at the point of dissolution.

This extract shows the architecture. Clause 5 (application of income) and clause 7 (dissolution) are the two clauses HMRC reads most carefully, which is why the next section explains exactly what language those clauses must contain.

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Required clauses: what the Charity Commission and HMRC both need

The Charity Commission requires your governing document to establish exclusively charitable purposes and a governance structure that meets charity law. HMRC requires additional specific language before it will recognise your charity and allow you to claim Gift Aid. Generic templates sometimes omit the HMRC-required clauses; a Charity Commission registration does not guarantee HMRC recognition.

Rather than paraphrase the required wording, use the Charity Commission's model governing documents (GD1, GD2, or GD3) as your starting point. These models are drafted to satisfy both the Charity Commission and HMRC simultaneously.

The four clause types both regulators require:

1. Objects clause. A clear statement that your charity is established for exclusively charitable purposes within the meaning of the Charities Act 2011. Vague mission language ("helping the community") will not pass Charity Commission review. The objects must be precise: naming what you do, who benefits, and how that benefit is charitable. HMRC also scrutinises this clause to confirm the charity cannot operate for private benefit.

2. Political-activity limitation. A statement that the charity will not exist for or be used for the direct or indirect benefit of a political party. UK charity law permits campaigning on issues related to a charity's objects, but a charity's purposes cannot be political. This clause is non-negotiable.

3. Private-benefit prohibition. A declaration that no part of the charity's income or property shall be paid or transferred to any trustee, member, or private individual, except as permitted by charity law (for example, reasonable trustee expenses or arm's-length contracts). This clause is what HMRC checks when assessing whether Gift Aid claims are at risk.

4. Dissolution clause. A statement that upon dissolution, any remaining assets will be transferred to another charity with similar objects, or applied for similar charitable purposes. This is HMRC's guarantee that money raised under charitable tax status stays in the charitable sector. Without this clause, HMRC will refuse to grant charitable recognition.

Use the Charity Commission's model wording verbatim for these clauses. Do not paraphrase. The cost of rewording is a rejection or a time-consuming back-and-forth with the Charity Commission and HMRC before registration is confirmed.

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9 key components of a charity governing document

Beyond the four required clauses, every charity governing document is built from the following nine components. Some are optional for certain structures; all appear in some form on every Charity Commission model document.

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1. Charity name

Choose a name that is not already registered on the Charity Commission register. The Charity Commission will reject a name that is the same as or misleadingly similar to an existing charity. Your name must not imply a connection with the government or the Royal Family without permission, and it must not be offensive. Searching the register before you finalise your name saves time.

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2. Objects (charitable purposes)

Your objects clause is the most important clause in the document. It defines what your charity exists to do. The Charity Commission will check that your objects fall within the list of charitable purposes in the Charities Act 2011 (education, relief of poverty, religion, health, community development, arts and culture, sport, environment, animal welfare, human rights, and others). Be specific: name what you do, who you serve, and the geographic area if relevant.

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3. Powers

A powers clause lists what the charity can do in pursuit of its objects: raise funds, employ staff, own property, enter contracts, invest funds, and so on. The Charity Commission's model documents include a standard powers clause that covers the most common needs. You do not need to invent this from scratch.

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4. Membership (or no members)

For a CIO association model or an unincorporated association, your governing document must define who the members are, how they are admitted, and what their rights are (including whether they can vote to appoint trustees). For a CIO foundation model, the trustees exercise all governance powers and there are no separate members. Many small charities and CIOs choose the foundation model to simplify governance.

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5. Trustees

Your governing document must state the minimum and maximum number of trustees, how they are appointed and removed, and what happens if a trustee becomes disqualified. The Charity Commission requires at least three unrelated trustees for most structures. The Charities Act 2011 sets out the disqualification criteria trustees must meet.

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6. Officers

Most governing documents provide for a chair, a treasurer, and a secretary (or clerk). Officers are usually appointed from among the trustees. Define how officers are elected and how long they serve.

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7. Meetings and quorum

Your document should set out how often trustees must meet, how meetings are convened, what constitutes a quorum, and how decisions are taken. Most models require a minimum of two or three trustees present for a quorum, depending on board size.

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8. Financial provisions

This is where the private-benefit prohibition lives in operational form. Include provisions on banking signatories, investment powers, the financial year, and the requirement to keep proper accounts. If your income is above £25,000 per year, your accounts must be independently examined; above £1 million, a full audit is required.

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9. Dissolution clause

As noted above, this is mandatory for HMRC recognition. State clearly that on dissolution, assets pass to another charity with similar purposes or are applied for similar charitable purposes. Without it, HMRC will not grant charitable tax status.

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Regulator filing requirements

Registration is free with all three UK charity regulators. The process and timelines differ.

England and Wales: Charity Commission for England and Wales (CCEW)

Register online at the Charity Commission website. The registration threshold for most charities is gross annual income above £5,000. Charitable Incorporated Organisations (CIOs) must register regardless of income. Processing times vary; the Charity Commission publishes current average timescales on its website, and straightforward CIO applications using model governing documents are typically faster.

Scotland: Office of the Scottish Charity Regulator (OSCR)

All charities operating in Scotland must register with OSCR, regardless of size or income. Submit your governing document and supporting information via OSCR's online portal. A charity registered in England and Wales must register separately with OSCR before operating in Scotland.

Northern Ireland: Charity Commission for Northern Ireland (CCNI)

CCNI is continuing phased registration. Check the CCNI website for current requirements and timescales.

Charitable companies: Companies House

If your charity is a charitable company limited by guarantee, you must also register at Companies House before (or at the same time as) applying to the Charity Commission. Companies House charges a registration fee for this; check the current amount on the gov.uk website. CIOs do not register at Companies House: the Charity Commission handles CIO registration directly.

HMRC recognition (separate from charity registration)

Charity Commission registration and HMRC recognition are two distinct processes. Once your charity is registered, apply separately to HMRC via the Charities Online service to receive a Charities Reference Number and be able to claim Gift Aid. There is no fee. Apply as soon as your Charity Commission registration is confirmed to minimise the period during which you cannot claim Gift Aid on donations.

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How to register a charity: step by step

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Step 1: Choose your legal structure

Decide whether a CIO (association or foundation model), a charitable company, a charitable trust, or an unincorporated association is right for your situation. Most new small charities choose the CIO association or foundation model: it offers limited liability, requires no Companies House registration, and the Charity Commission's model constitutions make the drafting straightforward. If you need a bank account or are likely to employ staff, an incorporated structure (CIO or charitable company) is strongly recommended.

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Step 2: Download the Charity Commission's model governing document

Use the official model for your chosen structure. GD1 is the model for unincorporated charitable associations, GD2 for CIO association model, and GD3 for CIO foundation model. These are available free from the Charity Commission website. Using a model document significantly reduces the risk of rejection and back-and-forth with the Charity Commission.

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Step 3: Draft your objects clause

Complete the objects clause in the model with precise language about what your charity does, who it serves, and the geographic area of benefit. Check that your objects align with the list of charitable purposes in the Charities Act 2011. The Charity Commission's guidance on charitable purposes is available on its website. Vague objects are the single most common reason for a registration being delayed; get this right before you submit.

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Step 4: Appoint your initial trustees

Most structures require a minimum of three unrelated trustees. Confirm that each trustee meets the eligibility criteria under the Charities Act 2011 (over 16 for a CIO; no one on the Charity Commission's list of disqualified persons). Record the trustees' full names, addresses, and dates of birth: you will need these for the registration application.

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Step 5: Register with your charity regulator

Submit your completed governing document and the required supporting information via your regulator's online portal (CCEW, OSCR, or CCNI, as applicable). The Charity Commission will ask for: the governing document, details of all trustees, a description of your charitable activities, and your projected income and expenditure. Keep copies of everything you submit.

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Step 6: Register at Companies House (charitable companies only)

If you are forming a charitable company limited by guarantee, file your memorandum and articles of association with Companies House at gov.uk/government/organisations/companies-house and pay the registration fee. You will need the Companies House certificate before the Charity Commission will register your charity.

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Step 7: Apply to HMRC for charitable tax status

Once your Charity Commission registration is confirmed (or at the same time for a charitable company using the Companies House number), apply to HMRC via Charities Online for charitable tax status and a Charities Reference Number. This is what allows you to claim Gift Aid. There is no fee. Allow several weeks for HMRC to process your application. Gift Aid applies from the date HMRC grants recognition, not from the date you first received donations.

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Step 8: Open a charity bank account and set up Gift Aid

Most high-street banks and specialist providers (including CAF Bank) offer charity accounts. You will need your Charity Commission registration number and, for some banks, your HMRC Charities Reference Number. Once you have HMRC recognition, register for Gift Aid via Charities Online and submit your first claim when you have eligible donations to process. Keep Gift Aid declarations (donor name, address, and confirmation they are a UK taxpayer) for at least six years.

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Common mistakes that delay your registration

1. Vague objects clause

"Helping the local community" or "supporting disadvantaged people" is not enough. The Charity Commission needs to see specific, identifiable purposes that fall within the Charities Act 2011. For example: "to provide free sports coaching and facilities to children aged 5 to 16 in the county of Cumbria who, by reason of financial hardship, would not otherwise have access to organised sport." State what you do, who benefits, and where.

How to fix it: use the objects wording from the Charity Commission's model governing document as a starting point. The model includes annotated guidance on how to complete the objects clause for your type of activity.

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2. Missing HMRC-required dissolution clause

Some governing documents drafted without reference to the Charity Commission's models omit or weaken the dissolution clause. If the clause does not specifically require remaining assets to pass to another charity or be applied for similar charitable purposes, HMRC will refuse to grant charitable tax status. You can have a Charity Commission registration number and still be unable to claim Gift Aid because HMRC has rejected your governing document.

How to fix it: use the dissolution wording from the Charity Commission's model verbatim. Do not soften it or add conditions (such as assets returning to founders in certain circumstances).

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3. Applying to the Charity Commission but not to HMRC

The Charity Commission and HMRC are independent of each other. A charity registered with the Charity Commission does not automatically have HMRC charitable tax status. Many new charities assume the Charity Commission registration triggers Gift Aid; it does not. Until HMRC grants recognition and issues a Charities Reference Number, you cannot reclaim Gift Aid on any donations.

How to fix it: submit your HMRC application (via Charities Online) as soon as your Charity Commission registration is confirmed. The HMRC application requires your Charity Commission registration number, a copy of your governing document, and details of your trustees. The sooner you apply, the sooner Gift Aid becomes available.

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4. Choosing the wrong structure

An unincorporated association or trust does not offer trustees limited liability. If the charity takes on contracts, employs staff, or rents premises, trustees can in principle be personally liable for obligations the charity cannot meet. Many founders do not discover this until after they have started operating.

How to fix it: if you expect to employ staff, rent premises, or enter into significant contracts, choose a CIO or a charitable company from the outset. Converting an unincorporated association to a CIO later is possible but involves additional Charity Commission applications and takes time.

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What happens after you file?

Once you submit your application, the Charity Commission will review your governing document, your trustees' details, and your proposed activities. Straightforward applications using model governing documents are typically processed more quickly than bespoke documents. The Charity Commission publishes current processing times on its website. For complex applications or where the Charity Commission has queries, the process can take longer.

When your application is approved, you receive:

• A Charity Commission registration number, which is your public proof of registered status (visible on the charity register).

• Confirmation that your charity exists as a legal entity. For a CIO, this replaces the Companies House certificate.

The next steps in sequence:

• Apply to HMRC for charitable tax status via Charities Online if you have not already done so in parallel. Keep a copy of the acknowledgement.

• Hold a trustees' meeting to adopt any policies your governing document requires (such as a conflicts-of-interest policy and a financial-controls policy), appoint officers (chair, treasurer, secretary), and agree your initial budget.

• Open a charity bank account using your Charity Commission number.

• Register with the Fundraising Regulator if your fundraising expenditure is likely to reach £100,000 in a year, or register voluntarily to display the Fundraising Regulator badge (which builds donor trust even at lower levels).

• Check whether your local authority requires charitable solicitation registration for any door-to-door or street fundraising you plan to carry out.

The part most guides skip: HMRC processing takes additional weeks after your Charity Commission registration. Gift Aid does not apply retroactively; it starts from the date HMRC grants recognition. Every week your HMRC application sits unsubmitted is a week during which donor contributions cannot attract Gift Aid. The founders who apply to HMRC on the same day they receive their Charity Commission number are the ones who start claiming Gift Aid soonest.

This is also why setting up a free donation form the same week you receive your registration number makes sense. You can begin building your donor base and collecting Gift Aid declarations immediately, so when HMRC confirms recognition your first claim covers as many donations as possible.

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Start fundraising on day one

You do not need to wait for HMRC recognition to begin fundraising. Once your governing document is adopted and your trustees are in place, you can start accepting donations, selling event tickets, and running peer-to-peer campaigns. Gift Aid will apply retroactively to donations made after HMRC grants recognition, not before, so prompt HMRC registration matters. But your fundraising itself can begin from the moment the charity is established.

That is where Zeffy comes in. Set up a free donation form, a ticketing page, or a peer-to-peer campaign the same week your governing document is signed. Build your donor list during the registration period, collect Gift Aid declarations from day one, and capture every pound of giving before your charity number even arrives. No platform fee, no transaction fee, no credit card fee. Ever. Over 100,000 charities and nonprofits use Zeffy to raise more than £2 billion, and every penny of every donation reaches your charity. Donors are given the option to leave a voluntary contribution to Zeffy at checkout, which is how the platform stays completely free for the organisations that use it.

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Frequently asked questions

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