How do I write my charity's governing document?

England and Wales: This page sets out the position in full. Scotland: covered in full — OSCR’s own approach differs in a genuinely useful way: it publishes no model document at all, unlike the other two nations — see below. Northern Ireland: covered in full — a wider choice of recognised document types, and its own dissolution-clause expectation — see below.

Why you start from a model governing document

In England and Wales, Scotland and Northern Ireland, founders should start their charity governing document from a model. They should change as little as possible. That is the whole point of this page. It is worth more than a line-by-line drafting guide.

A governing document is the legal text that sets out a charity’s purposes and the rules it runs by. It may be articles of association, a constitution or a trust deed. The structure decides which. Before drafting, write your purposes, show public benefit, choose your legal structure and choose your name. The document carries all four.

The Charity Commission lists its reasons for querying or returning an application. One is not using a model or approved governing document. Others include not writing the purposes clearly and not explaining public benefit properly.

A new reason is generic text that is not specific to the charity. That includes text produced with AI tools. This does not mean “do not use AI.” It means generic text fails, whatever produced it.

Suppose you copy a model without adapting the parts that need it. To the person assessing it, the result reads like generic text.

Scotland’s regulator makes the same point even more bluntly. OSCR names the most common reason applications there are withdrawn. It is providing the wrong type of governing document for the legal form selected on the application. Two regulators, each working alone, give the same advice. Start from the model, and resist the urge to rewrite it.

Which document, for which structure

The document type follows the structure you chose, not personal taste. In broad terms:

• articles of association for a company
• a constitution for an unincorporated association or a CIO
• a trust deed for a trust

Getting this pairing wrong means using the wrong document type for the legal form on the application. OSCR names it as the most common reason an application is withdrawn in Scotland, and the Commission lists not using a model or approved document among its reasons for querying one.

Once adopted, the document sets what the trustees may do. Map your governing document covers reading it that way later. Changing it is covered in review and, where needed, amend your governing document and amend your governing document and file it.

Signing and witnessing the document

You submit the governing document as a PDF, signed or witnessed as needed.

Founders sometimes treat the document as finished once the text is agreed. They leave signing until the application is open. That costs them days they did not need to lose. Build the signing round into the timeline as its own step, not an afterthought to drafting.

Scotland: no model constitution from the regulator at all

Unlike England, Wales and Northern Ireland, OSCR itself publishes no model SCIO constitution. None is set by law either. In OSCR’s own words, “the legislation does not set out a standard format” for a SCIO’s constitution. OSCR instead publishes a checklist of what the document must contain.

The template founders use comes from SCVO, a sector body. OSCR has reviewed that template but does not formally back it. In England and Wales, the Commission hands over a model. A founder expecting OSCR to do the same will not find one.

A founder choosing a SCIO also has to decide between two kinds of constitution. A single-tier constitution has trustees only, with no separate membership. A two-tier constitution has trustees plus a membership body with defined powers. Make that choice in this step, with the document type. Do not leave it to be found later.

Northern Ireland: which documents count, and fixing them

CCNI recognises a wider set of document types than the other two nations:

• memorandum and articles of association
• a constitution
• a trust deed or declaration of trust
• a will
• a scheme
• an Act of Parliament
• a Community Benefit society’s own rules

CCNI also publishes models for several of them.

The dissolution clause works differently here than in Scotland, and the difference matters. A governing document should keep assets within the charity sector on dissolution. This is good practice CCNI expects, not a hard registration bar. In Scotland, by contrast, a defective dissolution clause fails the charity test outright (see the next step).

During registration, CCNI may also offer an applicant the chance to amend its governing document. The change would remove a problem with the purposes or public benefit before CCNI makes a final decision. Scotland’s constitutional charity test does not offer that route in the same way.

With a model chosen and its objects clause adapted, the next step is to agree powers, membership and dissolution for the rest of the document.

Common mistake: writing a bespoke governing document when a model would do

Founders want the document to reflect their own group, and a model feels generic. Not using a model or approved governing document is one of the regulator’s own named reasons for querying an application. Bespoke drafting buys delay and legal fees, usually for no gain.

Worked example

A founder is tempted to redraft the model constitution to match their own language throughout. The objects clause must be specific to the charity. Almost everything else should not be touched. To avoid delay, use the model with a bespoke objects clause and change little else.