Changes to Constitutions for Charitable Incorporated Organisations (CIOs)

The Charity Commission has issued new regulations, The Charities (Charitable Incorporated Organisations) (Constitutions) Regulations 2023, setting out what should be included in a governing document for a Charitable Incorporated Organisation (CIO).

These regulations came into force on 1 November 2023. In this blog we take a look at the main change they introduce.

What’s changing?

The Charity Commission has updated its template constitutions for CIOs. The revisions are primarily driven by changes brought about by the introduction of the Charities Act 2022, and are mostly minor in nature.  

The most significant change relates to updating the amendment to constitution clause.

Previously, amendments to constitutions came into force when the change had been registered with the Charity Commission. This is now changing, such that:

• regulated amendments come into force when the change is registered with the Charity Commission (or such later date as specified in the resolution for the change); and
• all other (i.e. non-regulated) amendments take effect on the date the resolution is passed (or such later date as is specified in the resolution).

The following are regulated amendments:

• any alteration of the CIO's purposes;
• any alteration of any provision of the CIO's constitution directing the application of property of the CIO on its dissolution; and
• any alteration of any provision of the CIO's constitution where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them.

Newly registered CIOs

When registering a new CIO, its constitution will need to follow one of the new template constitutions produced by the Charity Commission.

Those who have already drafted a constitution, but have not yet submitted an application to register the CIO, will need to check if there are any changes they need to make before submitting the application.

Existing CIOs

Existing CIOs are not required to make any changes at this time. They are, however, encouraged to consider making the changes when they next update their constitutions.

From early 2024, the provisions of the Charities Act 2022 will override a CIO’s constitution in respect of any amendment to constitution clauses. Practically, this means that non-regulated amendments will take effect when the resolution is passed (or a later date if specified in the resolution), even if the constitution says something different.

How can Mercia help?

Mercia offers a wide range of training, including courses which specifically focus on charities. Our experts are also on hand to answer technical queries.