Articles Of Association Non Profit Template for England and Wales
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What is a Articles Of Association Non Profit?
Articles of association for a non-profit company in England and Wales must comply with both the Companies Act 2006 and the Charity Commission's requirements under the Charities Act 2011 where the organisation seeks charitable status. They must confine the organisation to charitable purposes, protect against private benefit, establish trustee governance, and ensure assets are preserved for charitable use on dissolution. Getting these provisions right avoids costly Charity Commission consent procedures for later amendments.
Frequently Asked Questions
What must be included in articles of association for a non-profit in England and Wales?
The Charity Commission requires articles to state the organisation's charitable objects, prohibit private benefit to trustees and connected persons, specify trustee appointment and removal procedures, set quorum requirements for meetings, and include a dissolution clause transferring remaining assets to another charity with similar objects.
Can a non-profit company in England pay its directors?
Trustees of a charitable company cannot be paid for acting as trustees unless the articles include an explicit payment power complying with section 185 of the Charities Act 2011. Payment for services in another capacity is permitted but requires a written agreement and majority trustee approval that it is in the charity's interests.
What is the difference between a non-profit and a charity in England?
A non-profit organisation reinvests surpluses into its purposes rather than distributing them to owners. A charity is a non-profit that additionally meets the legal test of charitable purposes and public benefit under the Charities Act 2011, is registered with the Charity Commission, and benefits from tax exemptions. Not all non-profits are charities.
Does a non-profit company need to register with both Companies House and the Charity Commission?
A charitable company limited by guarantee must register at both Companies House and the Charity Commission. It files accounts and confirmation statements at Companies House and annual returns with the Charity Commission. This dual registration creates two sets of compliance obligations, which is why some organisations choose the CIO structure instead.
How do I change the charitable objects in a non-profit's articles?
Changing the charitable objects requires a special resolution of the members (75% majority) and the prior written consent of the Charity Commission under section 198 of the Charities Act 2011. The Commission will only consent if the change is expedient in the interests of the charity. Amended articles must then be filed at Companies House.
What quorum is required for general meetings of a charitable company?
The articles should specify the quorum. Many Charity Commission model articles suggest a minimum of two members or trustees for a meeting to proceed. The quorum should be set at a level that prevents decisions being made by a single person while still being achievable given the likely attendance at meetings.
Can a non-profit in England and Wales have members as well as trustees?
Yes. A charitable company limited by guarantee can have a membership body separate from the trustee board. Members have voting rights at general meetings, including electing trustees. This structure is common for membership organisations, professional associations, and charities with a democratic accountability model.
What happens to a non-profit's assets if it is dissolved?
The articles must include a dissolution clause directing that any assets remaining after payment of liabilities are transferred to another registered charity with similar objects, as required by the Charity Commission. Assets cannot be distributed to members or trustees. Failure to include this clause will prevent the organisation from obtaining charitable status.
About the Articles Of Association Non Profit
When you're establishing a non-profit organization in the United States, your Articles of Association serve as the foundational legal document that brings your organization into existence. This crucial filing with your state's secretary of state office defines your organization's charitable or public benefit purpose, establishes its governance structure, and sets the framework for all future operations. Think of it as your non-profit's constitution—it outlines who you are, what you do, and how you'll operate within the bounds of both state and federal law.
When do you need this document?
You'll need Articles of Association when forming any new non-profit organization, whether you're starting a charitable foundation, educational institution, religious organization, or community benefit corporation. This document is mandatory before you can apply for federal tax-exempt status with the IRS under Section 501(c)(3) or other relevant provisions. You'll also need it when converting an existing business to non-profit status, establishing a subsidiary non-profit organization, or when state authorities require updated articles due to significant organizational changes. Additionally, banks, grant providers, and major donors typically require copies of your articles before establishing financial relationships or providing funding.
Key legal considerations
Your articles must include specific language that satisfies both state incorporation requirements and federal tax-exemption criteria. The purpose clause is particularly critical—it must clearly articulate your charitable, educational, religious, or other qualifying mission while avoiding language that could jeopardize tax-exempt status. You'll need to address asset distribution upon dissolution, ensuring that remaining assets go to other qualifying non-profits rather than private individuals. The governance structure you establish must comply with state requirements for board composition and meeting procedures. Consider including provisions for membership if applicable, as this affects voting rights and organizational control. Be mindful that certain activities, such as excessive lobbying or political campaigning, can threaten your tax-exempt status, so your articles should reflect appropriate limitations.
Legal requirements in United States
Under the Internal Revenue Code, your articles must contain specific provisions to qualify for 501(c)(3) status, including an exclusive charitable purpose clause and dissolution provisions directing assets to other tax-exempt organizations. State non-profit corporation acts vary but typically require disclosure of your organization's name, purpose, registered agent, and initial directors. You must comply with your state's specific filing requirements, which may include notarization, witness signatures, or particular formatting. Federal tax regulations require that your articles support your ongoing compliance obligations, including annual Form 990 filings and maintenance of your tax-exempt purpose. Many states also require registration with charitable organization oversight agencies, and your articles may need to demonstrate compliance with state fundraising regulations and disclosure requirements.
GOVERNING LAW
Applicable law
This Articles Of Association Non Profit is drafted to comply with England and Wales law. Key legislation includes:
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