Governance · Structure
Charitable Incorporated Organisation (CIO)
The default new-charity form in England and Wales — limited liability, no Companies House, one regulator. Foundation or Association, depending on whether members and trustees are the same people.
Last updated 16 May 2026·8 min read
What a CIO actually is
The Charitable Incorporated Organisation was created by the Charities Act 2011 and became available in 2013 (registration opened in waves by size from 2013, with full availability from 2016). It is a corporate body — meaning it has its own legal personality, can hold property, enter contracts, sue and be sued in its own name, and can give its trustees limited liability — but unlike a charitable company it is governed by charity law only and supervised by the Charity Commission alone.
Every CIO must adopt a constitution in the prescribed Charity Commission form. The current model constitutions (Foundation and Association versions) were issued in November 2023 and reflect Phase 3 of the Charities Act 2022, especially the new regime for amending governing documents.
Foundation vs Association — pick one
| Foundation CIO | Association CIO | |
|---|---|---|
| Members | Trustees only | Wider voting membership, separate from trustees |
| Minimum people | 1 trustee (3 recommended) | 3 trustees + a wider membership |
| AGM required? | No statutory AGM | Yes — within 18 months of registration, then at least every 15 months |
| Best for | Grant-making trusts, small operational charities, village halls, foundations | Sports clubs, congregations, community-membership organisations, residents’ groups |
| Governance overhead | Lower — trustees can act without external membership process | Higher — AGM, member voting, member notice requirements |
Most new CIO registrations are Foundation. Pick Association only if you have a real, distinct membership whose voting matters — not just “supporters who get a newsletter.”
Setting one up — the actual steps
- Settle the charitable purposes against the Charities Act 2011 s.3 list of recognised purposes (relief of poverty, advancement of education, religion, health, citizenship, the arts, amateur sport, environmental protection, and so on). Each purpose must be charitable in law and must satisfy the public-benefit test (s.4).
- Recruit trustees. Minimum one for Foundation; the Charity Commission expects three or more in most cases. Check each prospective trustee against the disqualification rules (Charities Act 2011 ss.178–180).
- Adopt the November 2023 model constitution (Foundation or Association version), inserting your name, area of operation, purposes and trustee details. The model is mandatory for new registrations.
- Open a bank account.Banks differ on whether they'll open before or after CC registration. Some will accept an unregistered application; most insist on the registered charity number. See the banking note below.
- Apply to the Charity Commissionvia the online registration service. No fee. You'll provide your purposes, activities, trustees, financial projections and bank details.
- Wait.The Charity Commission's public target is 45 working days for straightforward applications; complex ones (international elements, novel purposes, payment of trustees, related-party concerns) routinely take 3–6 months.
Total cost: £0 to the regulator. Indirect costs (legal review of constitution, advice on purposes, accountant input on financial projections) are common but optional.
Running a CIO
CIO accounting and reporting thresholds (current; some change from 1 October 2026):
- All CIOsfile an annual return, trustees' annual report and accounts with the Charity Commission within 10 months of the financial year end.
- Receipts and payments accounts are permitted up to £250,000 income (rising to £500,000 from 1 October 2026). Above that, accruals accounts to the Charities SORP.
- Independent examination required from £25,000 income (rising to £40,000 from 1 October 2026).
- Audit required from £1m income or £3.26m assets (rising to £1.5m income / £5m assets from 1 October 2026).
Trustees' statutory duties are set out in Charity Commission guidance CC3 (The essential trustee) and the Charities Act 2011 Part 9. The duty of care is the standard of a person of ordinary prudence managing their own affairs.
Where the CIO wins over a charitable company
Many small charities established as charitable companies before 2013 are now converting to CIOs (a statutory direct conversion has been available since 2018). The reasons are practical:
- One regulator, not two. No confirmation statement, no Companies House filings, no dual annual accounts format.
- ECCTA identity verification doesn't apply to CIO trustees. Charitable company directors must verify their identity by 18 November 2026.
- No filing fees. A charitable company now pays £50 (rising to £100) for incorporation and a £34 (rising to £50) confirmation statement each year — none of which the CIO pays.
The flip side: charitable companies are still in many ways more familiar to lenders, landlords and large funders, and conversion takes administrative work that may not be worth doing for a stable, well-run charity that already has those relationships in place.
When NOT to choose a CIO
- Your purposes aren't exclusively charitable. A CIO must satisfy the same purposes/public benefit tests as any registered charity. If your social purpose includes meaningful private benefit, or you want to trade commercially as the main activity, a CIC fits better.
- You're in Scotland, where a SCIO is the equivalent vehicle, regulated by OSCR.
- You need to raise share capital — CIOs cannot issue shares. A Community Benefit Society is the usual route for community-shares fundraising.
- Income will be tiny and stable — under £5,000 a year, with no real liability exposure. An unincorporated charity or association may be enough and is cheaper to operate.
Frequently asked
Do CIO trustees have to verify their identity with Companies House?
No. CIOs are not registered at Companies House at all, so the ECCTA identity-verification regime does not apply to CIO trustees in their role as trustees. Where a CIO has a trading subsidiary (a Companies Act company), the directors of that subsidiary do have to verify.
How long does Charity Commission registration take?
The Commission's service-standard target is 45 working days for straightforward applications. In practice, expect 30 to 60 days for a typical small community charity and several months for complex cases (international activity, novel charitable purposes, planned trustee benefits, large initial asset transfers).
Can a CIO pay its trustees?
As a default position, no. Charity trustees are unpaid. The Charities Act 2011 (ss.185–188) allows trustees to be paid for providing specific services to the charity beyond their trustee duties, subject to conditions — there must be a written agreement, the payment must be reasonable, the trustee being paid must not vote, and unpaid trustees must remain in the majority. The Charities Act 2022 added clearer statutory authority for the Commission to authorise trustee payments in specific circumstances.
Can a CIO trade?
Yes, but only within the charity-trading rules. Trading in direct pursuit of the charitable purposes (primary-purpose trading) is unrestricted. Other trading is taxable unless covered by the small-trading exemption (currently the lower of 25% of total income or £80,000, with a £8,000 floor for very small charities). Large or sustained non-primary trading usually needs a wholly-owned trading subsidiary that gift-aids profits back to the CIO.
Is the November 2023 model constitution mandatory?
Yes for new registrations from November 2023 onwards. Existing CIOs registered on earlier models are not required to migrate, but the 2023 version reflects the post-Charities-Act-2022 regulated-alterations regime more cleanly.
Related guides
CIC vs charity: which structure actually fits? →
The most common comparison question, answered in one page — including which one to pick if you’re torn.
UK community group legal structures compared →
The full seven-structure comparison on one page.
Converting a CIC to a CIO →
The statutory conversion process introduced in 2018 — eligibility, special resolution, what the Commission tests.
Trustee indemnity insurance — do you really need it? →
Even with the CIO’s limited liability, trustees can still be sued personally. Decision aid on whether to buy cover.
Sources
- Charities Act 2011 Parts 11 and 11A (CIOs); ss.30–34 (registration); s.3 (charitable purposes); s.4 (public benefit)
- Charities Act 2022 — Phase 3 commencement 7 March 2024 (ss.280A–B power to amend governing documents)
- Charitable Incorporated Organisations (General) Regulations 2012 and (Insolvency and Dissolution) Regulations 2012
- Charity Commission model CIO constitutions, November 2023 (Foundation and Association versions)
- Charity Commission guidance: CC3 The essential trustee; CC22a/b model constitution annotations; CC23 Exempt charities
- Charities SORP (FRS 102) for accruals accounts
General guidance, not legal advice. For your specific registration, the Charity Commission's online registration service and a charity-sector solicitor are the right starting points.