What is a CIO (Charitable Incorporated Organisation)?

A plain-English guide to the Charitable Incorporated Organisation — the legal structure created by the Charities Act 2011 that combines limited liability with single-regulator simplicity for UK charities.

By Plinth Team

A diagram showing the CIO legal structure with trustees and members

TL;DR: A Charitable Incorporated Organisation (CIO) is a legal structure created specifically for charities by the Charities Act 2011. It gives a charity its own legal identity and protects trustees from personal liability — without the administrative burden of registering with both Companies House and the Charity Commission. CIOs come in two forms: foundation (trustees only as members) and association (wider membership). Registration is with the Charity Commission alone.

What is a CIO and why does it exist?

Before 2013, charities wanting the protection of limited liability had only one real option: register as a charitable company limited by guarantee, which meant filing with both Companies House and the Charity Commission and complying with both charity law and company law simultaneously.

The Charitable Incorporated Organisation was introduced to fix that. Part 11 of the Charities Act 2011 created the CIO as a corporate form designed entirely around charity needs, regulated exclusively by the Charity Commission for England and Wales. The structure became available from 4 March 2013, when the Commission enabled the first conversion of an existing charity — Challenge to Change — from a charitable trust to a CIO.

A CIO is a body corporate: it has its own legal personality, meaning it can enter contracts, hold property, sue, and be sued in its own name rather than in the names of its trustees. This is the critical distinction from an unincorporated charity, where trustees sign contracts personally and can be held personally liable if the charity cannot meet its obligations.

Key facts at a glance:

  • Governed by: the Charities Act 2011 and associated regulations
  • Regulator: Charity Commission for England and Wales only
  • Legal identity: yes — the CIO itself is the legal entity
  • Trustee liability: limited, provided trustees act in accordance with their duties
  • Annual filings: accounts and annual return to the Charity Commission (no Companies House filing)

Foundation CIO vs association CIO: what is the difference?

Every CIO must adopt one of two model constitutions set by the Charity Commission. The choice determines who can be a voting member of the organisation.

Foundation CIO

In a foundation CIO, the charity trustees are also the members. There is no separate wider membership. All major decisions — including changes to the constitution and appointment of new trustees — rest with the trustees themselves. This model suits charities where a small, self-appointing board is the appropriate governance structure: for example, grant-making bodies or service-delivery charities that do not have a natural constituency of supporters who need a formal vote.

Association CIO

An association CIO has a membership body that is distinct from (and larger than) the trustee board. Members have voting rights at general meetings, including the power to elect trustees and approve constitutional changes. This model is appropriate where the charity serves an identifiable community or membership — sports clubs, arts organisations, faith communities, or professional networks, for instance.

The Charity Commission updated the model constitutions for both types in November 2023, and new CIOs registered from February 2024 use these revised versions. Existing CIOs are not automatically required to switch, though they may choose to update their governing document.

According to the Charity Commission's register data, there were 170,056 charities registered in England and Wales at 31 March 2024, with CIOs representing a significant and growing share of new registrations since the structure became available. (Charity Commission Annual Report and Accounts 2023–24)

Advantages of a CIO over other structures

Compared with an unincorporated charity (trust or association)

An unincorporated charity has no legal personality of its own. Contracts are signed by trustees personally, property is held in individual trustees' names, and if the charity incurs debts it cannot pay, trustees may be personally liable for the shortfall. Every time the trustee board changes, property transfers and contracts may need to be updated.

A CIO removes all of these problems. The charity itself enters contracts and holds property. Trustees are not personally liable provided they have acted in accordance with their duties. Trustee changes do not require the reassignment of assets.

Compared with a charitable company limited by guarantee

A charitable company must register with Companies House as well as the Charity Commission. It must comply with both the Companies Act 2006 and charity law, file accounts and confirmation statements with Companies House annually, and its directors are subject to company law duties alongside charity law duties. This creates duplicated administration, two sets of filing deadlines, and two regulators to satisfy.

A CIO registers only with the Charity Commission, files only with the Charity Commission, and is subject only to charity law. This single-regulator model reduces the compliance burden for trustees and staff.

According to sector analysis, the CIO structure was chosen by over 40% of all new charities registering in England and Wales in 2014 — just one year after it became available — reflecting rapid uptake among new organisations. (Connected Voice, CIO guidance)

Compared with a charitable company: limitations to note

A CIO cannot list on a stock exchange, cannot issue shares, and cannot convert directly to a non-charitable company. For most charities these are irrelevant constraints. Larger organisations with complex commercial subsidiaries may still find the charitable company structure more flexible, but for the overwhelming majority of new and converting charities, the CIO offers a simpler path to incorporation.

FAQs

H3: Does a CIO need to register with Companies House?

No. This is one of the defining features of the CIO structure. A CIO registers solely with the Charity Commission for England and Wales. It does not appear on the Companies House register and is not subject to the Companies Act. Annual accounts and returns go only to the Charity Commission.

H3: Can an existing charity convert to a CIO?

Yes. Both unincorporated charities (trusts and associations) and charitable companies can convert to CIO status. The process involves applying to the Charity Commission and, for charitable companies, also notifying Companies House of the dissolution of the company once the conversion is complete. Conversion does not create a new legal entity for most purposes — the charity's history, assets, and contracts transfer to the CIO.

H3: What income threshold applies to a CIO?

A CIO must register with the Charity Commission if its annual income exceeds £5,000 — the same threshold that applies to other charity types in England and Wales. Unlike some charitable companies, a CIO cannot exist as an unregistered entity above this threshold; registration with the Charity Commission is a legal requirement for the CIO form to exist.

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Published by the Plinth Team. Last updated 21 February 2026.