Charity Constitution (UK)

A Charity Constitution in the United Kingdom forms the internal rulebook of the organisation, setting out how it is governed and how decisions are taken, and is governed by the Charities Act 2011.

The Charities Act 2011 is the primary legislation governing charity law in England and Wales. It defines charitable purposes in section 3, which include the relief of poverty, advancement of education, advancement of religion, promotion of health, advancement of the arts, advancement of sport, and several other categories — all subject to the requirement that the purposes must be for the public benefit (section 4). The Charity Commission applies the public benefit test when assessing applications for registration and can refuse registration if the purposes are not exclusively charitable or do not satisfy the public benefit requirement.

An unincorporated charitable association has no separate legal personality. The charity does not exist as a legal entity distinct from its members and trustees. Contracts must be entered into in the names of the individual trustees, who bear personal liability for the charity's obligations. Property must be held by the trustees or by nominated holding trustees. This contrasts with a Charitable Incorporated Organisation (CIO) — introduced by the Charities Act 2006 and available since 2013 — which has a separate legal personality, allowing it to own property and enter contracts in its own name, with trustees benefiting from limited liability.

The Charity Commission publishes model governing documents for unincorporated associations (Model A for associations without membership and Model B for associations with membership), which are designed to meet registration requirements and which the Commission recommends charities use as a starting point. The model documents are updated periodically and reflect the Commission's current guidance on best practice for charity governance. However, charities are free to adapt the model documents or to draft their own constitutions, provided all the required elements are included.

Charities in Scotland are regulated by the Office of the Scottish Charity Regulator (OSCR) under the Charities and Trustee Investment (Scotland) Act 2005, and charities in Northern Ireland are regulated by the Charity Commission for Northern Ireland (CCNI) under the Charities Act (Northern Ireland) 2008. This template is intended for use in England and Wales.

The legal framework governing the Charity Constitution (UK) in United Kingdom draws on several key statutes and regulatory bodies. Under the Companies Act 2006, Companies House maintains the register of UK companies. Section 386 of the Companies Act 2006 sets accounting record obligations. The Competition and Markets Authority (CMA) enforces the Consumer Rights Act 2015. The Financial Conduct Authority (FCA) regulates financial services under the Financial Services and Markets Act 2000. The High Court of Justice has jurisdiction under the Senior Courts Act 1981. Parties executing a Charity Constitution (UK) in United Kingdom should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Charities Act 2011 sets the foundational requirements.

A UK Charity Constitution is needed whenever a group of people in England and Wales establishes a charitable organisation to pursue exclusively charitable purposes for the public benefit, and wishes to register with the Charity Commission or to formalise the governance arrangements of an existing informal group.

A community group providing food banks, clothing exchanges, or social support to disadvantaged residents in a local area that intends to raise funds and apply for grants from local authorities, the National Lottery Community Fund, or charitable foundations will need to register with the Charity Commission if its annual income reaches or exceeds £5,000. Registration requires a governing document — the constitution — that confirms the charitable purposes, trustee arrangements, and financial controls expected by the Commission.

A sports club or recreational association applying for funding from Sport England, UK Sport, or county sports partnerships typically needs to demonstrate that it has a governing document meeting the requirements of the applicable funding body. Many sports funding bodies require evidence of a constitution confirming the club's not-for-profit status, democratic governance structure, and safeguarding commitments.

A cultural, arts, or heritage organisation seeking recognition from Arts Council England, Historic England, or other public bodies typically needs a formal governing document before its application will be considered. The Commission and funding bodies require evidence that the trustees are accountable to the membership or community the charity serves.

A faith group, religious congregation, or interfaith organisation that raises funds for the relief of poverty, promotion of education, or advancement of religion among a defined community needs a constitution that confirms the exclusively charitable nature of its activities and the non-distribution constraint — the principle that no assets or income are distributed for the private benefit of members or trustees under section 68 of the Charities Act 2011.

An existing informal community group or social club that has grown to the point where it receives grants, employs staff, or holds significant assets should adopt a formal constitution to protect its members and trustees from personal liability and to demonstrate the governance standards expected of organisations managing public funds.

A UK Charity Constitution for an unincorporated association in England and Wales must include the following elements to satisfy the Charity Commission's registration requirements under the Charities Act 2011.

The charity name clause identifies the organisation. The name must not be the same as or too similar to another registered charity, must not be misleading as to the charity's purposes, and must not include words whose use is restricted by law (such as 'Royal', 'National', or 'British' without appropriate authorisation). The Charity Commission's guidance CC28 sets out the naming rules in detail.

The purposes clause is the most important element of the constitution. The purposes must be exclusively charitable under section 3 of the Charities Act 2011 and must be drafted with sufficient precision to demonstrate public benefit. A vague or insufficiently defined purposes clause is the most common reason for the Charity Commission refusing an application for registration. The purposes should describe what the charity does, for whom, and in what geographical area if relevant.

The powers clause authorises the trustees to take specific actions in pursuit of the charitable purposes — such as raising funds, acquiring property, employing staff, and entering contracts. The Charity Commission recommends using a broad general power alongside a specific list of key powers. Trustees may only act within the scope of the powers conferred by the constitution; any action outside those powers is ultra vires and may expose trustees to personal liability.

The trustee appointment and removal provisions set out how trustees are recruited, elected, or appointed, the minimum and maximum number of trustees (the Commission recommends between five and twelve for most charities), the duration of trustee terms, the process for removing trustees who fail to act in the charity's best interests, and the circumstances in which a trustee is automatically disqualified under section 178 of the Charities Act 2011 (such as bankruptcy, certain criminal convictions, or a Charity Commission disqualification order).

The trustee meetings and decision-making clause specifies quorum requirements (typically a majority of trustees for decision-making), notice periods for meetings, voting procedures, and how decisions are recorded in minutes. The Charity Commission requires all trustee decisions to be minuted.

The financial controls clause must address how the charity's funds are managed: who has authority to open and operate bank accounts, the requirement for dual signatories on payments above a specified threshold, the obligation to prepare annual accounts and a trustees' annual report under the Charities Act 2011, and the requirement to have accounts independently examined or audited depending on income level (independent examination required above £25,000 income; audit required above £1 million income or £250,000 income combined with assets above £3.26 million).

The non-distribution (non-benefit) constraint must confirm that no income or assets of the charity shall be applied for the private benefit of trustees or members, other than reasonable out-of-pocket expenses. This constraint is fundamental to charitable status under English charity law.

The dissolution clause must state how the charity will be wound up and confirm that any remaining assets after payment of debts must be transferred to another charity with similar purposes, and not distributed to members or trustees. The Charity Commission will not register a charity without an appropriate dissolution clause. The forms-legal.com Charity Constitution (UK) template covers the mandatory elements under Charities Act 2011.