Charitable incorporated organisations
Charitable incorporated organisations

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Charitable incorporated organisations
  • What is a charitable incorporated organisation (CIO)?
  • Legal framework
  • Why incorporate as a CIO?
  • Structure of a CIO
  • Forming a CIO
  • Running a CIO

What is a charitable incorporated organisation (CIO)?

A charitable incorporated organisation (CIO) is a form of legal entity that is only available to charities. A CIO:

  1. is an incorporated entity with its own legal personality, meaning that it can enter into contracts in its own name

  2. is a 'body corporate', but is not a company

  3. has trustees, who are protected from liability in most circumstances

  4. has members, who are either limited in their liability or have no liability

  5. has to be registered with the Charity Commission (not with Companies House), and

  6. only comes into existence once it has been registered by the Charity Commission

The CIO form was created in response to requests for a more appropriate legal structure for charities that want to operate using an incorporated entity, but do not want to be subject to dual regulation via company law and charity law.

The CIO form was first introduced by the Charities Act 2006 (which has mostly been repealed by the Charities Act 2011 (CA 2011)). There was a six year delay before the Charitable Incorporated Organisations (General) Regulations 2012 (CIO Regs), SI 2012/3012 came into force on 2 January 2013 and it finally became possible to incorporate a CIO.

Legal framework

The legal framework for CIOs is set out in CA 2011. The CIO Regs set out