Statutory guidance

Guidance: changes to the CIO constitutions in the Regulations

Published 1 November 2023

Applies to England and Wales

Charitable Incorporated Organisations (CIOs) must use one of the Commission’s model constitutions (or as near to that form as possible). We have updated the model CIO constitutions on our website. All new CIOs are expected to use the new model CIO constitutions immediately.

This guidance provides more information about how to use the new model CIO constitutions or make any changes. Find out further information about these changes.

We have updated the model CIO constitutions to reflect changes being introduced by the Charities Act 2022 (the Act) and other related changes.  However, you do not have to wait until the changes in the Act come into effect to make the changes explained on this page.

1. Registration applications

New CIOs are expected to use the new template constitution to register with the Commission from 1 November 2023. If you have already prepared a constitution using a  previous model or template, check if there are changes you need to make to the constitution to include the updated clauses before you submit your registration application.

This only applies if you have not submitted your application yet.  If you have recently submitted an application, you do not need to take any action.

1.1 Change you need to make to your CIO constitution

If you have already prepared your CIO constitution, make sure it contains the correct provisions in the ‘Amendment to Constitution’ clause. In our previous model CIO constitutions, this is clause 28(4).

You may have used a model or template constitution provided by someone other than the Commission (e.g. the Charity Law Association).  You will need to find the clause in your constitution that deals with amendments to the constitution and make any changes that are needed.

In the clause, you need to remove the wording about when amendments take effect. 

For example, if you are using the Commission’s foundation model CIO constitution and  the clause says:

‘A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities.’

Or if you are using the Commission’s association model CIO constitution and the clause says:

‘A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities. ’

the following words must be deleted:

‘and the/The amendment does not take effect until it has been recorded in the Register of Charities.’

When you submit your application, you will be asked to confirm that your constitution contains the correct ‘Amendment to Constitution’ wording.

This change is needed to the ‘Amendment to Constitution’ clause to reflect changes being introduced by Phase 3 of the Act, which are due to come into effect in early 2024. The new ‘Amendment to Constitution’ clause should  be used by organisations that apply to register before Phase 3 of the Act comes into effect. 

After Phase 3 of the Act comes into effect, we will not be able to register charities if their constitution includes the wording that should be deleted.  Making this change to your constitution now will help prevent any problems or delays with progressing your application in the future.

1.2 Other changes you could make to your CIO constitution

We have made other small changes to our CIO model constitutions. You can decide if you want to make some or all of these other changes before submitting your application. 

Find out further information about these changes.

1.3 Does this only apply to CIOs?

Yes.  Only new CIOs applying to register need to use the updated wording.  

2. CIOs already registered with the Commission

CIOs that are already registered with the Commission do not need to change their constitutions to include the new clauses to reflect the changes being introduced by the Act.  

However, if you make changes to your CIO’s constitution in the future, you may wish to consider making some or all of these changes at the same time.

Find out further information about these changes.

2.1 Why don’t CIOs already registered need to make the changes now?

We have provided further information about this below.

Existing CIOs do not need to make any of these changes to their constitutions now because:

2.2 Amendment to constitution clause

Phase 3 of the Act changes the rules about when resolutions to amend CIO constitutions take effect. Before Phase 3, all amendments come into effect when the change has been registered on the Register of Charites.

After Phase 3 takes effect, a regulated amendment of a CIO’s constitution does not take effect until it has been registered or later if the resolution containing the amendment specifies this.   Any other amendment to a CIO’s constitution takes effect on the date that the resolution containing the amendment is passed or a later date if the resolution containing the amendment specifies this (see the changes to section 227 of the Charities Act 2011 made by the Charities Act 2022).

Existing CIOs are likely to have a clause in their constitution which says that any changes to the constitution do not take effect until they have been registered with the Commission (for example, clause 28(4) of the previous CIO model constitutions).

After Phase 3 of the Act takes effect, non-regulated amendments to CIO constitutions will take effect on the date that the resolution is passed or a later date if specified in the resolution.

The provisions of the Act will override the CIO’s constitution in this respect. This will mean that non-regulated amendments will take effect when the resolution is passed (or a later date if specified in the resolution) even if the CIO constitution says something different.

2.3 Paying trustees for goods and services power

The Act gives charities a statutory power to pay trustees for goods as well as services. Existing CIOs already have a specific power to do this if they included clause 6(3) of the model CIO constitutions (Benefits and payments to charity trustees and connected persons) in their constitutions. Existing CIOs should continue to follow the steps in their governing document if they want to pay trustees for goods.

2.4 Other changes

We have made other practical changes to the updated model CIO constitutions, including:

• clarifying which alterations of the CIO constitution are regulated by the Commission (clause 28(2))
• adding a saving provision for a technical defect in a trustee appointment (clause 20(1))
• adding an optional addition to the Association CIO constitution to provide for specific authorised member and connected persons benefits (Association model only – clause 5(2))
• clarifying that the requirement to include officer appointments in minutes only applies where there are other officer appointment provisions in the constitution (clause 24(1))

3. Details of the changes

The table sets out the main clauses that have been changed to reflect the Act.

We have also provided a ‘tracked changes’ version of our previous Foundation and Association CIO constitution models (only available in English).