Model Constitutions for Community Interest Companies
The Regulator has published a series of model memoranda and articles of association for different types and sizes of community interest companies.
These model constitutions are intended to assist those wishing to form community interest companies and those wishing to convert existing companies into community interest companies.
You can download the model constitutions by clicking on the links below. To get the most out of them, you are strongly advised to read the introductory information and the explanatory notes on each model constitution.
Links to the model constitutions*
Notes
Please note that no liability for any loss or damage arising from the use of any of the model constitutions will be accepted by the Regulator, his staff or his legal advisors.
Please note that all clauses highlighted in red within the model constitutions are statutory and MUST be included.
Company limited by guarantee with a small membership(model constitution no. 1)
Company limited by guarantee with a large membership
(model constitution no. 2)
Private Schedule 2 company limited by shares with a small membership
(model constitution no.3)
Private Schedule 2 company limited by shares with a large membership
(model constitution no.4)
Private Schedule 3 company limited by shares with a small membership
(model constitution no. 5)
Private Schedule 3 company limited by shares with a large membership
(model constitution no. 6)
You may wish to consider using as a model numbers 5 or 6 above. If you do so please ensure:
- in its memorandum that its share capital is of an amount not less than the authorised minimum. Section 118 of the Companies Act 1985 further defines the authorised minimum as being £50,000.
- in its memorandum a statement of the fact that it is a public company i.e. “The company is to be a public company”
No additional requirements are imposed on public companies to have included in their articles of association any specific provisions. However, should a public company be intending to apply for a listing on The London Stock Exchange or Alternative Investment Market, then the articles must comply with the regulations contained in the Financial Services Authority's "Listing Rules" or AIM rules.
*Note: these versions of the model constitutions contain explanatory notes – for clean versions of the model constitutions, without explanatory notes, see introductory information.