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Charitable Incorporated Organisation (CIO)

Use this section if you are setting up your charity as a charitable incorporated organisation (CIO). A CIO is a corporate body designed specifically for charities. It gives the charity its own legal identity and limits the trustees' personal exposure, but it is registered with and regulated by the Charity Commission alone, so there is no Companies House filing to keep up with.

Foundation or association model: which do I need?

The Charity Commission publishes two model constitutions and the choice between them turns on who the voting members will be.

In a foundation CIO the only voting members are the trustees themselves. This suits a charity run by a small board without a wider membership.

In an association CIO there are voting members beyond the trustees, for example supporters, service users or affiliated groups, who typically elect the trustees and vote at general meetings. This suits a membership organisation.

What documents are in this section?

For each model there is a version of the constitution that follows the Charity Commission model, a marked-up adapted version showing the changes we recommend and a clean copy of the adapted version. The Guidance Note: Adapted versions of Charity Commission Model CIO Constitutions explains what has been changed and why. The Guidance Notes - Charitable Incorporated Organisations gives a general introduction to the CIO form and how it compares with the alternatives.

Resolutions for amending a CIO constitution once the charity is registered are in the Changing a CIO Governing Document section.

Charitable Incorporated Organisation (CIO) is part of Charity. Just £38.50 + VAT provides unlimited downloads from Charity for 1 year.

Frequently Asked Questions

What is a CIO and how is it different from a charitable company? +
A charitable incorporated organisation is an incorporated charity created under the Charities Act 2011. Like a charitable company it is a separate legal body with limited liability for trustees, but it is regulated only by the Charity Commission, not Companies House, so there is a single regulator and no separate company filing. It only comes into existence once the Commission registers it. Simply-Docs provides CIO constitution templates.
Should my CIO use the Foundation model or the Association model constitution? +
Use the Foundation model if the only voting members will be the trustees themselves, which suits a charity run by a small board with no wider membership. Use the Association model if you want a wider voting membership beyond the trustees, for example members who elect the board. Simply-Docs provides both, including marked-up adapted and clean-copy versions based on the Charity Commission models.
Does a CIO have to register with the Charity Commission even if it is small? +
Yes. A CIO must register whatever its income, because it does not legally exist until the Charity Commission registers it. This differs from unincorporated charities and charitable companies, which generally only need to register once income exceeds £5,000. Simply-Docs provides a CIO Formation Checklist to prepare the registration.
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