A charitable incorporated organisation (CIO) is a corporate body (like a company) with a constitution that is registered with and regulated by the Charity Commission. The CIO is a legal form for charities which was available to use at the end of 2012.
- is an incorporated form of charity that is not a company
- only has to register with the Charity Commission and not Companies House
- is only created once it is registered by the Charity Commission
- can enter into contracts in its own right and its trustees will normally have limited or no liability for the debts of the CIO
The CIO was created in response to requests from charities for a new legal form that could provide some of the benefits of being a company, but without some of the burdens. The CIO was first introduced in the Charities Act 2006. The legal framework for CIOs is set out in the Charities Act 2011 and additional CIO-specific regulations in 2012.
If you are thinking of setting up a CIO or converting an existing charity to a CIO then get in touch with our Support and Development team - call 0191 232 7445 or email firstname.lastname@example.org
What are the advantages of CIOs?
The advantages of a CIO are:
- a separate legal personality to the trustees so it can in its own right enter into contracts, rent or own property, take legal action and be sued
- limited liability for the trustees and members of the organisation. This may make it easier for charities to recruit and keep trustees
- single registration and regulation with one regulator, the Charity Commission (a charitable company has dual registration and regulation with the Charity Commission and Companies House
- annual returns, accounts and reports only need to be sent to one regulator, the Charity Commission
These advantages are in addition to the advantages of being a charity.
What are the limitations of CIOs?
The limitations of a CIO are:
- it will take longer to set up a CIO - the Charity Commission has said it will take around 40 working days to respond to an applicant if model charitable objects are used; if the model constitutions are used; and if the Charity Commission has no questions about the charitable activities or public benefit of the applicant. This means if the CIO is a new organisation, it will take longer to start running the charity. This is in comparison to only a few days to set up a company via Companies House. The two stage process to set up a charitable company means a charity can start work much earlier. This will be less of a problem for unincorporated charities changing to a CIO because it can be planned for
- a CIO may find it difficult to borrow money using property as security (mortgages) because there will be no register of charges on charitable assets (unlike for a company assets)
- a CIO must submit annual returns and accounts to the Charity Commission regardless of income (non-CIO charities only have to submit returns if income is more than £10,000)
These limitations are in addition to the limitations of being a charity.
What will CIOs have to do?
When setting up and running a CIO, you will have to do some different things or have extra obligations to other types of charities:
- all CIOs must register with the Charity Commission, even if the charity has an income of less than £5,000
- a CIO only exists once it has been registered with the Charity Commission
- all CIOs must submit an annual return and accounts to the Charity Commission (non-CIO charities only have to submit returns if their income is more than £10,000)
- all CIOs must keep a register of members and a register of trustees - anyone can ask to see, or be given a copy of, the register of Trustees
- the constitution of a CIO must contain certain provisions, and the Charity Commission has produced two model constitutions to use
- changes to a CIO’s constitution will only be valid when they have been registered with the Charity Commission. And some changes will need prior consent from the Charity Commission
- a CIO must have a principal office in England and/or Wales, which will be published on the register of charities. This is similar to the registered office all companies must have
- a CIO must also have a service address, used for correspondence. The service address can be the same as the principal address
- CIOs cannot be an exempt charity
- insolvency law applies to CIOs
A CIO’s entry on the register of charities will show some extra information to other types of charities. It will show if the CIO:
- was formed from one or more CIOs
- converted from a charitable company
- received assets from an unincorporated charity
Is a CIO right for your charity?
A CIO may be right for your new or existing charity if you want the benefits of incorporation but do not want to be a charitable company. It may be right for charities that want to own land in its own name; control substantial funds or assets; hold contracts; employ staff; or run charitable activities with financial risks.
We can help you decide if a CIO is right for you - contact our Support and Development team on 0191 232 7445.
Setting up a CIO
We can help you set up as a CIO.
The process for setting up a CIO is similar to setting up other types of charities – adopt a governing document (a constitution in this case) and register it as a charity with the Charity Commission.
The process for brand new CIOs is:
- choose and complete a constitution suitable for a CIO, choosing the type of CIO – association or foundation – that is right for your charity. The Charity Commission has provided CIO model constitutions to use
- apply online to register the CIO, using the Charity Commission’s application form
We can help you with both these steps. All sized organisations can now become a CIO, including those with an income of less than £5,000.
Changing an existing unincorporated association and charitable trust to a CIO
The process is similar to the current process of changing to a charitable company:
- register a new CIO with the Charity Commission, choosing the type of CIO – association or foundation – that is right for your charity
- transfer assets and undertakings of the unincorporated association or charitable trust to the CIO and settle any liabilities
- close down the unincorporated association or charitable trust
- remove the unincorporated association or charitable trust from the register of charities
We can help you change your charity to a CIO.