
Every UK charity needs a governing document before it can register with the Charity Commission, OSCR or CCNI.
This guide is educational and not legal advice. UK requirements vary by jurisdiction and legal form. Have your governing document reviewed by qualified counsel before adoption.
In this article:
A charity's governing document is the legal rulebook that sets out what the charity exists to do and how it will be run. It defines who makes decisions, how those decisions are made, and how the organisation holds itself accountable to its charitable purposes and its beneficiaries.
Unlike the US model, where organisations file "articles of incorporation" publicly and keep "bylaws" internally, UK charity law uses a single governing document that is filed with the regulator on registration and appears on the public register. Anyone can search the Register of Charities for England and Wales, the OSCR register for Scotland, or the CCNI register and read your governing document in full. There is no separate private rulebook.
The Charity Commission for England and Wales is the primary regulator for E&W charities. You cannot register without a governing document that meets its requirements. The same principle applies with OSCR in Scotland and CCNI in Northern Ireland.
There are four dominant forms of governing document in the UK, and choosing the right one matters before you write a single clause:
The Charity Commission publishes model governing documents for each form at gov.uk/setting-up-charity. Start there before drafting anything from scratch.
Your governing document is typically adopted at the first trustee meeting alongside an initial conflicts-of-interest policy and the appointment of officers.
A governing document is not paperwork you write once and file away. It is the document you reach for when something is contested, ambiguous, or going wrong. Some concrete scenarios:
Your governing document is also the foundation on which your board of trustees can act with confidence, because the rules are written down and publicly visible.
Before you write a single clause, choose the legal form that fits your organisation. The choice affects liability, filing obligations, trustee eligibility, and the complexity of governance. The table below summarises the four options.
| Attribute | CIO (Association model) | CIO (Foundation model) | Charitable Company (Ltd by Guarantee) | Charitable Trust | Unincorporated Association |
|---|---|---|---|---|---|
| Legal personality | Yes | Yes | Yes | No | No |
| Trustee liability | Limited | Limited | Limited | Unlimited | Unlimited |
| Register with | Charity Commission (E&W) or OSCR | Charity Commission (E&W) or OSCR | Companies House + Charity Commission | Charity Commission (if income >£5k, E&W) | Charity Commission (if income >£5k, E&W) |
| Governing document | CIO constitution | CIO constitution | Memorandum and articles of association | Trust deed | Constitution |
| Members beyond trustees? | Yes (wider membership) | No (trustees only) | Yes (guarantors) | No | Typically yes |
| Minimum trustees (E&W) | 3 | 3 | 3 (also directors) | 3 | 3 |
| Best for | Small-to-mid charities with a community membership | Small-to-mid charities run by trustees alone | Larger charities or those contracting commercially | Grant-making trusts and endowments | Community groups, clubs, PTAs below £5k income |
For most small new charities in England and Wales, the CIO is the modern default. It combines limited liability with a single-regulator structure and a free model constitution from the Charity Commission. The Foundation CIO (trustees only as members) is simpler to administer; the Association CIO (wider membership) is right if you want a membership base with voting rights.
Not sure you need to register at all? If your group's annual income stays below £5,000 (E&W), you are not obliged to register with the Charity Commission and can operate as an unincorporated association. However, unregistered groups cannot claim Gift Aid, cannot access most charity fee tiers on platforms, and have no legal personality. Community Interest Companies (CICs) are for social enterprise, not charity, and do not qualify for Gift Aid or charitable status. If your goal is tax-effective fundraising and access to grants, registering as a CIO is the clearest route.
Most well-drafted UK charity governing documents cover the same core set of provisions. The exact language belongs to you and your advisers, but every provision below should appear in some form.
State the legal name of the organisation. Then state the charitable objects (purposes) in terms that are exclusively charitable for the public benefit within the meaning of the Charities Act 2011 s.3. Your objects should be narrow enough to describe what you actually do and broad enough to give you room to grow within your charitable category. Objects that are too wide (for example, simply "to benefit the community") may not satisfy the Commission's charitable-purposes test. Objects that are too narrow may prevent you from evolving your programmes.
The Charity Commission publishes guidance on charitable purposes and public benefit; review it before drafting.
Decide whether your charity has a wider membership (people with voting rights to elect trustees or approve major changes) or whether trustees are the only members. For a Foundation CIO, trustees and members are the same people. For an Association CIO or a charitable company, you will have a separate membership class. If you have members, define eligibility, rights, annual subscriptions if any, and procedures for admission, resignation and termination.
Specify the minimum and maximum number of trustees (a range is better than a fixed number, for example between three and twelve), qualifications, how trustees are appointed or elected, term length and whether terms are staggered. The Charity Commission requires at least three unrelated trustees for CIO registration; trustees must be aged 16 or over (CIOs) or 18 or over (charitable companies). The Charities Act 2011 (as amended by the Charities (Protection and Social Investment) Act 2016) sets out automatic disqualification grounds (unspent convictions for offences of dishonesty, bankruptcy, etc.) that your governing document must not contradict.
Two- or three-year staggered terms are common in practice because they give the board institutional continuity without locking in any single cohort indefinitely. Cover removal of trustees, filling of vacancies, and any limits on consecutive terms. For more on trustee duties of care, loyalty and obedience, see the Charity Commission's guidance CC3 "The Essential Trustee."
At minimum, most UK charity governing documents name a Chair, a Vice-Chair, a Secretary and a Treasurer. Describe each officer's authority and duties at a level that survives turnover: the Secretary keeps minutes and corporate records; the Treasurer oversees financial reporting, the audit relationship and Gift Aid claims; the Chair runs meetings and represents the board externally. Include how officers are elected, term length and how vacancies are filled. Name positions, not people.
Cover regular and special meetings of the board of trustees: how often the board meets, who can call a special meeting, notice requirements, quorum and voting procedures. For CIOs, virtual and hybrid meetings are expressly permitted under the Charitable Incorporated Organisations (General) Regulations 2012 (as updated). Modern governing documents should also address action by unanimous written consent. Keep specific meeting dates out of the governing document; keep the procedural rules in.
Authorise the board to establish standing and ad hoc committees, and define which committees can exercise delegated board authority versus which can only advise. Common UK charity standing committees include Finance and Audit, Nominations and Governance, Fundraising, and Safeguarding. Safeguarding is a distinctly important area for UK trustees: the Charity Commission expects trustees to take responsibility for safeguarding as part of their duty of care. Specify how committee members are appointed and how committees report to the board.
Establish that the board approves an annual budget, that the Treasurer is responsible for financial reports, and that the financial year is defined. Reference, but do not duplicate, separate financial policies. Bylaws set the oversight framework; the policies handle operational detail.
Audit thresholds (Charities Act 2011, E&W): charities with income above £1 million, or income above £250,000 with gross assets above £3.26 million, require a statutory audit. Below those thresholds, an independent examination is usually sufficient. Check whether those figures remain current on gov.uk before finalising this clause.
Gift Aid changes your Treasurer's job. The Treasurer is not just managing accounts: they oversee Gift Aid claims to HMRC via Charities Online. For every £1 a UK taxpayer donates, your charity can reclaim 25p from HMRC, uplifting a £100 gift to £125 at no extra cost to the donor (HMRC Gift Aid guidance). Note that HMRC recognition is a separate registration from the Charity Commission and yields a Charities Reference Number. The Gift Aid Small Donations Scheme (GASDS) also allows a 25% top-up on small cash and contactless donations of £30 or less, up to an annual cap of £8,000, provided the charity has at least two complete tax years of HMRC recognition (Charity Tax Group).
Your governing document should require the organisation to adopt and follow a written conflicts-of-interest policy and to obtain annual disclosures from trustees and officers. The Charity Commission's guidance CC29 "Conflicts of interest: a guide for charity trustees" sets out the standard approach. Any trustee with a material conflict should disclose it and step out of the relevant discussion and vote.
Specify how the governing document can be amended. A common threshold is a two-thirds vote of trustees with advance written notice. However, certain changes to a registered charity's governing document require the Charity Commission's prior written consent (or OSCR's or CCNI's): these are "regulated alterations" under the Charities Act 2011 s.198 and include changes to the objects clause, the dissolution clause, and any clause that allows trustees to benefit from the charity. No amendment should be made to these clauses without first obtaining consent from the relevant regulator.
This provision is non-negotiable for UK registered charities. On dissolution of the organisation, after meeting all liabilities, the remaining assets must be transferred to one or more charities with objects similar to those of your charity (or be applied to those purposes). This is required by the Charities Act 2011 and appears as a mandatory clause in every Charity Commission model governing document. Confirm with your adviser whether this clause should sit in the objects section, the dissolution article, or both.
State the organisation's commitment to indemnify trustees, officers and (often) volunteers and employees for actions taken in good faith on behalf of the organisation, to the fullest extent permitted by applicable law. Under the Charities Act 2011 s.189, trustees may purchase Trustee Indemnity Insurance (TII) only if the governing document expressly permits it; note that TII cannot indemnify trustees for wilful breach of duty or wilful or reckless conduct.
Include an equality statement covering programmes, services and employment. Frame it around the Equality Act 2010 protected characteristics: age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, and sexual orientation. This reflects both organisational values and compliance with funder, statutory and regulatory requirements.
For more on trustee duties, see the Charity Commission's "The Essential Trustee" (CC3). Your governing document is also the foundation for your charity registration application with the Charity Commission (gov.uk/setting-up-charity).
The most common governing-document mistake is putting operational detail into a governance document. Governing documents are intentionally hard to change, so the provisions in them should be the provisions that should not change easily. Everything else belongs somewhere else.
Leave these out of your governing document:
The test for any clause: "Would I be comfortable defending this in front of the Charity Commission three years from now, even if the circumstances of the organisation have changed?" If the answer is no, the clause belongs in a policy that can be updated by trustee vote, not in a governing document that requires a supermajority to amend.
Founders sometimes ask how the four UK governing-document forms relate to each other, and which takes precedence. A practical rule: if a conflict ever arises between the governing document and the relevant charity statute (Charities Act 2011 for E&W, the Charities and Trustee Investment (Scotland) Act 2005 for Scotland, or the Charities Act (Northern Ireland) 2008 for NI), the statute governs. The cleanest fix is to ensure the governing document never contradicts the statute in the first place: when you amend a clause, check it against the current Act.
| Attribute | Articles of incorporation | Bylaws |
|---|---|---|
| What it is | The legal document that creates the corporation | The internal rules for operating the corporation |
| Filed with | Your state (Secretary of State or equivalent) | Not filed; kept in corporate records |
| Public | Yes | No |
| Typical contents | Legal name, registered agent, exempt purpose, dissolution clause, incorporator(s) | Board structure, officers, meetings, committees, amendments, indemnification, non-discrimination |
| How to change | File amended articles with the state; usually a fee | Amend by board (and member, if applicable) vote per the amendment clause |
| Ease of change | Harder, slower, public | Easier, faster, internal |
| Required for 501(c)(3)? | Yes (the IRS requires an organizing document) | Commonly requested as supporting documentation |
The UK four-forms comparison is shown in the table in the section above ("Four governing-document formats: which one fits your charity?"). Use that table to make your initial choice before drafting any provisions.
UK charity law is not uniform. There are three separate charity-law jurisdictions, each with its own regulator, statute and registration rules. Never describe UK charity governance as a single system.
England and Wales: Charity Commission for England and Wales (CCEW)
The Charity Commission for England and Wales is the regulator for charities constituted in England or Wales. Registration is required when gross annual income exceeds £5,000 (with some exceptions); Charitable Incorporated Organisations must register regardless of income. The governing legal framework is the Charities Act 2011 (as amended by the Charities (Protection and Social Investment) Act 2016 and the Charities Act 2022). At least three unrelated trustees are required; charitable purposes must be for the public benefit.
Scotland: Office of the Scottish Charity Regulator (OSCR)
OSCR regulates all charities operating in Scotland. All Scottish charities must register with OSCR regardless of income or size. The governing statute is the Charities and Trustee Investment (Scotland) Act 2005, significantly updated by the Charities (Regulation and Administration) (Scotland) Act 2023. There are around 24,886 charities on the Scottish Charity Register. Importantly, a charity registered in England and Wales must also register separately with OSCR before it operates in Scotland.
Northern Ireland: Charity Commission for Northern Ireland (CCNI)
CCNI is the regulator for charities in Northern Ireland. Registration is governed by the Charities Act (Northern Ireland) 2008 (as amended 2013, 2022, 2023). Phased registration of NI charities is ongoing. There are around 8,000 charities currently on the NI register. Cross-border note: a charity registered in E&W or Scotland must comply with CCNI requirements when fundraising in Northern Ireland.
Choosing your jurisdiction: most new charities in England or Wales will register with CCEW; most in Scotland with OSCR. If you plan to operate across borders, take advice on whether dual or triple registration is needed before you finalise your governing document.
Here is a practical sequence a founding board of trustees can follow, from blank page to ratified governing document.
Once your governing document is ratified, you can move to raising funds. Most founding trustees have never set up a fundraising platform before. Zeffy handles that part.
Zeffy is a free donation platform for UK charities: donation forms, event ticketing, peer-to-peer fundraising, donor management and an embeddable donate button you can add to a new website. You can set up recurring donations the same week your governing document is signed, giving the organisation predictable monthly income from month one. 100,000+ charities, over £2 billion raised, £0 in fees through the platform.
Use the template below as a structural starting point for your governing document. Every bracketed placeholder is something you should customise for your organisation, and every article should be reviewed with a UK charity adviser before adoption. This template is educational scaffolding, not a substitute for the Charity Commission's model constitution or for legal advice. Download the official model CIO constitution at gov.uk/setting-up-charity for authoritative, regulator-approved language.
Customisation notes appear under each article in italics.
The name of this organisation shall be [Organisation Name], hereinafter referred to as the "Organisation."
Customisation: use the exact legal name you intend to register with the Charity Commission (or OSCR or CCNI).
The Organisation is established for exclusively charitable purposes for the public benefit within the meaning of the Charities Act 2011. The specific objects of the Organisation are [state your charitable purposes, e.g., "to advance education among young people in [area]" or "to relieve poverty among [beneficiary group]"].
Customisation: make this consistent with the Charity Commission's list of charitable purposes under the Charities Act 2011 s.3. Do not use vague language; the Commission expects objects that are clearly charitable and clearly for the public benefit.
Customisation: for a Foundation CIO, replace this entire article with a single sentence: "The Organisation is a Foundation CIO. The members of the Organisation are its trustees for the time being." For an Association CIO, define the membership class carefully, as members have statutory rights under the Charitable Incorporated Organisations (General) Regulations 2012.
Customisation: choose a board-size range rather than a fixed number. Two- to three-year staggered terms are common. Ensure trustee eligibility and disqualification provisions are consistent with the Charities Act 2011 (as amended by the Charities (Protection and Social Investment) Act 2016).
Customisation: check whether your regulator's model constitution specifies a default annual meeting window or notice period, and adopt those defaults unless you have a specific reason to override them.
Customisation: detailed financial procedures (bank-mandate requirements, expense-approval thresholds, reserves policy) belong in a separate financial policy that the board can update by resolution, not in the governing document.
The Organisation shall adopt and follow a written conflicts-of-interest policy in line with the Charity Commission's guidance CC29. Each trustee and officer shall complete an annual conflicts-of-interest disclosure. Any trustee or officer with a material conflict shall disclose the conflict, withdraw from the relevant discussion, and shall not vote on the matter.
Customisation: maintain the conflicts-of-interest policy as a separate document referenced by the governing document.
These provisions may be amended by a [commonly two-thirds] vote of the trustees then in office, provided that written notice of the proposed amendment is given to each trustee at least [number] days before the vote. Any amendment to the Organisation's objects, dissolution clause, or any provision permitting trustee benefit constitutes a regulated alteration under the Charities Act 2011 s.198 and requires the prior written consent of the Charity Commission (or OSCR or CCNI) before it takes effect.
On dissolution of the Organisation, after payment of, or provision for, all of the Organisation's liabilities, the remaining assets shall be transferred to one or more charities whose objects are similar to those of the Organisation, as directed by the board of trustees or, failing agreement, as directed by the Charity Commission. This provision is intended to satisfy the requirements of the Charities Act 2011 regarding the distribution of assets on dissolution of a registered charity.
Customisation: confirm with your adviser whether this clause also needs to appear in the objects article of your specific governing document form. The Charity Commission's model constitutions contain mandatory wording for this clause.
These provisions shall become effective on adoption by the board of trustees on [date].
Once you have a draft you are satisfied with, return to step 5 of the how-to guide above: trustee review, then adviser review if budget allows, then formal adoption at a trustee meeting.
Yes. You cannot register with the Charity Commission for England and Wales (or OSCR in Scotland or CCNI in Northern Ireland) without a governing document that sets out your charitable objects and governance rules. Even if your group operates below the registration threshold (gross income below £5,000 in England and Wales), you will need a governing document to open a bank account, apply for grants or claim Gift Aid.
Yes, by trustee vote in accordance with the amendment clause in the governing document. However, certain changes are "regulated alterations" under the Charities Act 2011 s.198 and require the prior written consent of the Charity Commission (or OSCR or CCNI) before they take effect. Regulated alterations include changes to the objects clause, the dissolution clause, and any provision that enables trustees to benefit from the charity. Attempting to make these changes without consent is a breach of charity law.
The relevant statute governs. For charities in England and Wales, the Charities Act 2011 (and, for charitable companies, the Companies Act 2006) takes precedence. For Scottish charities, the Charities and Trustee Investment (Scotland) Act 2005 (as amended by the 2023 Act) applies. For Northern Ireland, the Charities Act (Northern Ireland) 2008 (as amended) applies. Any provision in the governing document that contradicts the applicable Act is void. If you discover a conflict, seek legal advice and apply to the relevant regulator for consent to amend.
Yes. Unlike the US model (where "bylaws" are typically kept privately), a UK charity's governing document is filed with the Charity Commission (or OSCR or CCNI) on registration and appears on the public register. Anyone can search the Register of Charities for England and Wales, OSCR's register or CCNI's register and read your governing document.
The Charity Commission for England and Wales publishes free model governing documents for CIOs (Association and Foundation), charitable companies, charitable trusts and unincorporated associations at gov.uk/setting-up-charity. OSCR publishes equivalent resources for Scottish charities at oscr.org.uk. The NCVO (ncvo.org.uk) provides governance guidance and resources for members. Charity Excellence (charityexcellence.co.uk) offers free peer support for small UK charities, including governance templates and community advice.
No. Gift Aid and UK GDPR obligations sit outside the governing document, but trustees are collectively responsible for ensuring the charity complies with both. Your Treasurer oversees Gift Aid declarations and claims to HMRC via Charities Online; your governing document should give the Treasurer responsibility for financial compliance but need not set out the mechanics of every HMRC scheme. For UK GDPR, the Information Commissioner's Office (ico.org.uk) is the primary regulator; the Fundraising Regulator's Code of Fundraising Practice also addresses donor data. Neither requires specific wording in your governing document.


A well-structured board of trustees is essential to every registered charity's success. This guide covers UK trustee roles, legal duties under the Charities Act 2011, trustee indemnity insurance, best governance practices, and how to recruit and induct new trustees.


A charity chief executive is the most senior paid leader in a charitable organisation, accountable to the board of trustees and responsible for operations, fundraising, compliance, and strategy. This guide covers what the role involves, when to hire, the skills that matter, and a ready-to-use UK job description template for 2026.


Starting a charity in the UK involves choosing the right legal structure, registering with the correct regulator (CCEW, OSCR, or CCNI), and setting up Gift Aid with HMRC. This guide walks you through every step, from writing your governing document to choosing a free fundraising platform, with UK-specific facts on trustee duties, small society lotteries, and data protection.
.webp)