What is the difference between a CIO and an unincorporated charity?

A Charitable Incorporated Organisation (CIO) is a legal entity introduced by Part 11 of the Charities Act 2011. It has its own legal personality, meaning it can enter into contracts, hold property and employ staff in its own name. Trustees of a CIO have limited liability. An unincorporated charitable association has no separate legal personality — trustees may be personally liable for the charity's debts and obligations.

What are the two CIO models?

The Charity Commission provides two model constitutions for CIOs. The 'foundation' model is for CIOs where the trustees are the only members. The 'association' model is for CIOs that have a wider membership beyond the trustees. The association model includes additional provisions for member meetings, voting and admission of members.

How many trustees does a charity need?

The Charity Commission recommends a minimum of three trustees. There is no legal maximum, though your constitution may set one. Trustees must be aged 16 or over (for CIOs) or 18 or over (for other charities) and must not be disqualified under Section 178 of the Charities Act 2011.

Can I amend the constitution after registration?

Yes, but any amendment to the objects clause requires the prior written consent of the Charity Commission. Other amendments typically require a two-thirds majority of trustees present and voting. For CIOs, amendments must be notified to the Charity Commission within 15 days.

Do I need a solicitor to write a charity constitution?

It is not a legal requirement, but the Charity Commission strongly recommends having your constitution reviewed by a solicitor experienced in charity law before submitting it. Errors or omissions in your governing document can cause delays in registration or create governance problems later.

Charity Constitution Template

Create a governing document for your charity using our free constitution template, based on the Charity Commission's model constitutions for Charitable Incorporated Organisations (CIOs) and.

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charity

Charity Name*

Charity Type*

Charitable Objects (Purposes)*

Must fall within the descriptions of charitable purposes in Section 3 of the Charities Act 2011

Area of Benefit*

trustees

Trustee 1 — Full Name*

Trustee 2 — Full Name*

Trustee 3 — Full Name*

A minimum of 3 trustees is recommended by the Charity Commission

Trustee 4 — Full Name (optional)

Trustee 5 — Full Name (optional)

governance

Quorum for Trustee Meetings*

The minimum number of trustees who must be present for decisions to be valid

Membership Provisions

Required for association model CIOs; leave blank for foundation model

Dissolution Clause*

Must direct surplus assets to charitable purposes

Date of Adoption*

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CONSTITUTION OF [charityName] Date of Adoption: [dateOfAdoption] 1. NAME The name of the charity is [charityName]The trustees of the charity are the only members of the charity. 6. TRUSTEES 6.1 The first trustees of the charity are: (1) [trustee1Name] (2) [trustee2Name] (3) [trustee3Name] 6.2 The minimum number of trustees shall be three. There is no maximum number unless the trustees resolve otherwise. 6.3 A trustee must be aged 16 or over and must not be disqualified from acting as a charity trustee under Section 178 of the Charities Act 2011. 6.4 Trustees shall be appointed by resolution of the existing trustees, or by election at a general meeting where the association model applies. 6.5 A trustee ceases to hold office if he or she: (a) resigns by written notice to the trustees; (b) is removed by resolution of the trustees on the grounds of conduct or incapacity; (c) becomes disqualified under Section 178 of the Charities Act 2011; or (d) dies. 7. TRUSTEE MEETINGS 7.1 The trustees shall hold at least two meetings per year. 7.2 A quorum at a meeting of the trustees shall be [quorumNumber] trustees. 7.3 Decisions shall be made by majority vote. In the event of an equality of votes, the chair shall have a second or casting vote. 7.4 The trustees may act by written resolution signed by all trustees without the need for a meeting. 8. FINANCIAL MANAGEMENT 8.1 The funds of the charity shall be applied solely towards the promotion of the objects. 8.2 No trustee shall receive any remuneration for acting as a trustee, except reasonable out-of-pocket expenses. 8.3 The charity shall keep proper accounting records and prepare annual accounts in accordance with Part 8 of the Charities Act 2011. 9. AMENDMENTS This constitution may be amended by resolution passed by not less than two-thirds of the trustees present and voting at a trustee meeting, provided that: (a) no amendment shall be made that would cause the charity to cease to be a charity at law; (b) no amendment shall be made to the objects clause without the prior written consent of the Charity Commission. 10. DISSOLUTION [dissolutionClause] If no suitable charity can be found, the remaining assets shall be applied for charitable purposes as directed by the Charity Commission. SIGNED by the founding trustees: ______________________________ [trustee1Name] ______________________________ [trustee2Name] ______________________________ [trustee3Name] Date: [dateOfAdoption]

Important Notes

Legal Disclaimer

Charity constitutions in England and Wales are governed by the Charities Act 2011. Charitable Incorporated Organisations (CIOs) were introduced by Part 11 of the Charities Act 2011 and must submit a constitution as their governing document when registering with the Charity Commission. The Charity Commission publishes model constitutions for CIOs (foundation and association models). Charitable purposes must fall within the descriptions set out in Section 3 of the Charities Act 2011. Trustees must comply with their duties under Sections 177-178 of the Act. Any amendment to the objects clause requires prior written consent from the Charity Commission. This template is for guidance only and is not a substitute for professional legal advice.

This template is provided for informational purposes only and does not constitute legal advice. For complex legal matters, we recommend consulting a qualified solicitor.

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