The legal document that creates your charity and sets the rules it runs by
A charity’s governing document is the legal document that creates the charity and sets out how it is run; its rulebook. It states the charity’s purposes, what it can do to carry them out, who runs it, how decisions are made, and what happens if it closes. Every charity has one, and its form depends on the structure you choose: a constitution, articles of association, or a trust deed. Getting it right matters because the Commission reads it closely at registration, and it governs how the charity operates for the rest of its life.
This guide covers what a governing document is, which one each structure uses, the provisions it needs to contain, and how to adopt and change it. For the wider registration picture, our full registration guide sets out the whole process.
What is a charity’s governing document?
The governing document is the single legal document that brings the charity into being and sets the rules it runs by. It does several jobs at once: it states the charitable purposes, sets out the powers the charity has to carry them out, says who the trustees are and how they are appointed, explains how meetings and voting work, and provides for amending the document and for closing the charity down. Once registered, the charity has to operate within it – trustees can only do what the document allows – so it is worth treating as the working rulebook it is, rather than filing it and forgetting it.
Which governing document does your charity need?
The type follows your structure, and each has its own name.
- A CIO uses a constitution – the foundation model, where the trustees are the only members, or the association model, which has a wider voting membership.
- A charitable company uses articles of association, registered at Companies House.
- A charitable trust uses a trust deed.
- An unincorporated association uses a constitution.
If you have not settled your structure yet, our guide to choosing a charity structure works through that decision first, since it determines which document you complete.
What must a governing document contain?
The Commission expects a governing document to cover a set of core provisions. A model document includes them already; if you write your own, each one has to be there.
- Name – what the charity is called.
- Objects – its charitable purposes, the clause that defines what it exists to do.
- Powers – what the charity can do to carry out its objects, such as employing staff, borrowing, or holding land.
- Trustees – who they are, how many, and how they are appointed, retire and are removed.
- Meetings and voting – how trustees, and members where there are any, meet and make decisions.
- Membership – who the members are and what they vote on, where the structure has a wider membership.
- Financial – how the charity looks after its money, keeps accounts, and reports.
- Trustee benefit – the rules on paying trustees or giving them any benefit, which is restricted.
- Amendments – how the document can be changed, and which changes need the Commission’s consent.
- Dissolution – what happens to the charity’s assets if it closes; they must pass to another charity with similar purposes.
Some documents also cover holding land, making investments, and resolving disputes, depending on what the charity does.
The provisions look straightforward on a list, but the wording is where applications slow down. If you would like yours prepared and checked before it goes to the Commission, book a free call, and we’ll look at where you are.
Should you use a model document or write your own?
For most charities, the reasonable route is to take the Commission’s model governing document for their structure and adapt it. The models already contain the provisions above in wording that the Commission accepts, which removes a common cause of delay – a home-written document that misses a required clause or words it in a way that raises questions. Writing your own only makes sense where no model fits how the charity needs to work, and even then it is worth checking against the model so nothing required is left out.
How do your objects fit in?
Your objects sit inside the governing document as one of its provisions, but they carry more weight than the rest, because they are what the Commission tests hardest and what fixes the boundary of everything the charity can do. Each object has to be exclusively charitable, for the public benefit, and clear enough to be certain. Our guide to writing charitable objects covers how to draft them and the patterns that get them rejected, and it is worth reading before you finalise this part of the document.
How do you adopt your governing document?
Adopting it – formally bringing it into force – depends on the structure. For most, the trustees meet, agree on the document, record the decision in the minutes, and sign it. A charitable company comes into existence when it is registered at Companies House, which issues a certificate of incorporation. A CIO comes into existence when the Commission registers it, so its constitution takes effect on the registration date. A trust is created by executing the trust deed, which is witnessed. Keep the signed, dated copy safe; the Commission, banks and funders will ask to see it.
How do you change it later?
A governing document can be changed, but not freely. Some changes trustees can make themselves by following the amendment provisions in the document; others – changing the objects, the dissolution clause, or the rules on trustee benefit – are regulated alterations that need the Commission’s prior consent. The process runs through a trustee resolution and, where consent is required, an application to the Commission. Since some changes are slow and others restricted, it pays to get the document right at the outset rather than relying on amending it afterwards.
Pulling the decisions together
The governing document draws your other decisions – structure, objects, trustees, and the rules for running the charity – into the one legal document the Commission assesses. If you would like help preparing yours and making sure it holds up before you apply, our charity setup and registration support does that with you, from the governing document to approval.
