Guidance

CIC model Articles of Association: introduction

Updated 20 March 2019

Before using one of the model constitutions as the basis of your company’s memorandum and articles, you need to make sure that it fulfils all your requirements. If it does not and you need to amend it, or if you are unsure about its suitability for your company, you should take independent legal or other professional advice. You should also inform the Office of the Regulator of Community Interest Companies.

General enquiries

CIC Regulator
2nd Floor Companies House Crown Way
Cardiff
CF14 3UZ

Email cicregulator@companieshouse.gov.uk

24-hour voicemail service 029 2150 7420

If you amend a model constitution, please highlight this within your Special Resolution form. All clauses highlighted in red within the model constitutions are statutory and must be included.

No liability for any loss or damage arising from the use of any of the model constitutions will be accepted by the CIC Regulator, her staff or her legal advisors.”

The asset-locked body

Before nominating the asset-locked body in the articles of association, you might need to check its suitability with the Office of the Regulator of Community Interest Companies.

An asset-locked body is a registered CIC, charity, permitted IPS or an equivalent body established outside the UK (in which case, evidence of charity status must be provided). There is no restriction on the number of asset-locked bodies that you can specify, but a CIC can’t nominate itself. If a CIC nominates an organisation that is not an asset-locked body, and it is placed on the public record, it must remedy the situation and meet the associated cost.

Read more about the asset-locked body.

CIC model constitution: company limited by guarantee with a small membership

This model constitution is aimed at private companies limited by guarantee, all of whose directors are members of the company and all of whose members are directors of the company.

It assumes that the directors will take most important decisions as directors rather than as members, and that directors may hold office continuously for long periods of time without offering themselves for re-election.

It also allows, subject to certain minimum procedural safeguards, for relatively informal decision-making by directors (including by email).

Model constitution: memorandum of association

Model constitution: articles of association

CIC model constitution: company limited by guarantee with a large membership

This model constitution is aimed at private companies limited by guarantee, which have more members than they have directors.

Although it assumes that the directors will take most day to day decisions about the company’s business, it also gives the members a strong role in controlling the overall governance of the company.

The procedures for decision-making by directors are more formal than in the other model constitutions.

Model constitution: memorandum of association

Model constitution: articles of association

CIC model constitution: private schedule 2 company limited by shares with a small membership

This model constitution is aimed at private companies limited by shares, all of whose directors are members of the company and all of whose members are directors of the company.

It assumes that the directors will take most important decisions as directors rather than as members, and that directors may hold office continuously for long periods of time without offering themselves for re-election.

It also allows, subject to certain procedural safeguards, for relatively informal decision-making by directors (including by email).

Please note: A schedule 2 company limited by shares is only permitted to pay dividends to specified asset locked bodies, or other asset locked bodies with the consent of the Regulator.

Model constitution: memorandum of association

Model constitution: articles of association

CIC model constitution: private schedule 2 company limited by shares with a large membership

This model constitution is aimed at private companies limited by shares, which have more members than they have directors.

It assumes that the members will delegate most the decision-making within the company to the directors, but gives members a significant role in relation to the overall governance of the company.

It also allows, subject to certain procedural safeguards, for relatively informal decision-making by directors (including by email).

Please note: A schedule 2 company limited by shares is only permitted to pay dividends to specified asset locked bodies, or other asset locked bodies with the consent of the Regulator.

Model constitution: memorandum of association

Model constitution: articles of association

CIC model constitution: private schedule 3 company limited by shares with a small membership

This model constitution is aimed at private companies limited by shares, all of whose directors are members of the company and all of whose members are directors of the company.

It assumes that the directors will take most important decisions as directors rather than as members, and that directors may hold office continuously for long periods of time without offering themselves for re-election.

It also allows, subject to certain procedural safeguards, for relatively informal decision-making by directors (including by email).

Please note:

A schedule 3 company limited by shares is permitted to pay dividends to shareholders who are not asset locked bodies, including private investors, but the payment of a dividend to a private financial investor is subject to a dividend cap.

The dividend cap does not apply to dividends paid to named asset locked bodies in the memorandum and articles of association or asset locked bodies the Regulator has consented to receive the payments.

In addition, the raising of finance by means of shares issues is subject to a number of overlapping schemes of regulation and should never be undertaken without professional advice. For further information please see chapter 7 of the guidance.

Model constitution: memorandum of association

Model constitution: articles of association

CIC model constitution: private schedule 3 company limited by shares with a large membership

This model constitution is aimed at private companies limited by shares, which have more members than they have directors.

It assumes that the members will delegate most the decision-making within the company to the directors, but gives members a significant role in relation to the overall governance of the company.

It also allows, subject to certain procedural safeguards, for relatively informal decision-making by directors (including by exchanges of email).

Please note that:

• a schedule 3 company limited by shares is permitted to pay dividends to shareholders who are not asset locked bodies, including private investors, but the payment of a dividend to a private financial investor is subject to a dividend cap
• the dividend cap does not apply to dividends paid to named asset locked bodies in the memorandum and articles of association or asset locked bodies the Regulator has consented to receive the payments
• the raising of finance by means of shares issues is subject to a number of overlapping schemes of regulation and should never be undertaken without professional advice - for further information see chapter 7 of the guidance.

Model constitution: memorandum of association

Model constitution: articles of association

Plc (public company limited by shares)

There are no model constitutions for businesses wishing to become or convert to a CIC opting for public limited liability (plc) status. In these cases you are advised to get independent legal advice.

What needs to be done if a model constitution is not used

Company name

You should ensure that the company name ends with ‘CIC’, ‘community interest company’, ‘community interest public limited company’ or ‘community interest plc’.

If you have a registered office in Wales you can use the Welsh prescribed equivalents of ‘cwmni buddiant cymunedol’, ‘CBC’, ‘cwmni buddiant cymunedol cyhoeddus cyfyngedig’ or ‘cwmni buddiant cymunedol CCC’.

Articles of association

The articles of association must state that the company will be a CIC.

If you are a company limited by guarantee without shares your articles of association must comply with schedule 1 from the CIC Regulations 2005, referring to the ‘asset lock’, membership, voting rights, and director’s voting rights, appointment and removal.

If you are a company limited by guarantee with a share capital, or company limited by shares and will only pay dividends to asset-locked bodies, your articles of association must comply with schedule 2 from the CIC Regulations 2005, referring to the ‘asset-lock’, transfer of shares, membership, and director’s voting rights, appointment and removal.

If you are a company limited by guarantee with a share capital, or company limited by shares and will pay dividends to shareholders, your articles of association must comply with schedule 3 from the CIC Regulations 2005, referring to the ‘asset lock’, transfer of shares, voting rights, and director’s voting rights, appointment and removal.