Back
We continue to provide our legal services through the COVID-19 pandemic. Please visit our COVID-19 Hub for legal insights, or contact us directly.
Get in Touch Menu

Trustees of charities – is CIO status for you?

26 March 2015

The Charities Act 2011 introduced the new form of a legal entity, known as a charitable incorporated organisation (CIO) 3,426 charities have registered as CIOs. We explain why it may be beneficial for an unincorporated charity to convert to a CIO and the process for doing so.

Unless a charity is purely grantmaking, its activities almost certainly involve a level of risk, which may create personal liability for the trustees. It is possible to give considerable protection to the trustees of a charity by incorporating as a company limited by guarantee or a CIO.

Charity Commission

CIOs are increasingly popular although their power to borrow money is limited since there is no register of charges at the Charity Commission for a lender to give notice of its security. However, a CIO is a separate legal entity in its own right and enjoys a simple regulatory regime since it only has to register with, and report to, the Charity Commission.

By contrast, a company limited by guarantee has to comply with two sets of regulations – those under company law and those under charity law. A CIO is able to hold property itself and does not require trustees to hold property on its behalf, thereby avoiding the need to document assignments of property or contracts every time there is a change of trustees.

Trusts converting to CIOs

The Charity Commission said some while ago that it was going to introduce a straightforward procedure for trusts to convert to CIOs. We are still waiting for these regulations to be issued. Until then the way to proceed is to incorporate a new charity in the form of a CIO; transfer the assets from the old charity and then dissolve the unincorporated charity. This process involves drafting a new constitution for the CIO and then applying for registration to the Charity Commission. Once the CIO is registered, an agreement is prepared to transfer the assets of the original charity to the new CIO.

Care should be taken over the transfer of existing contracts (including employment) since a change of control may be triggered or novations and registration of property may be required. Once the asset transfer has been completed, the original charity is dissolved.

If we can be of help to you or if you would like to discuss this in more detail please contact our charities and not-for-profit team.

We're here to help
Contact
Charlotte Brunsdon LLB, BA (Hons)
Solicitor
View profile
Charlotte Brundson
Share this article
Resources to help

Related articles

Legal perspectives on the Budget 2021

Corporate

In the Chancellor’s first Budget speech last year, made as COVID-19 started to take hold in the UK, Rishi Sunak promised to do “whatever it takes to support the economy”.…

Willans
Solicitors

No jab, no job: Can employers require workers to get the COVID-19 vaccine?

Employment & business immigration

COVID-19 has created many challenges for employers. Between the sudden need to accommodate homeworking and the introduction of furlough, most employers have had to make changes to their working practices.…

Jenny Hawrot LLB (Hons)
Senior associate, solicitor

The rules around income tax - what executors should know

Wills, trusts & probate

Income tax is something we think about regularly during our lifetime. We constantly ask questions such as “have we paid enough?” and “does HMRC owe us a refund?”, yet the…

Miranda Hawkes FCILEx, TEP
Associate, chartered legal executive
Contact us