I Am A CIO – What Am I?

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Herrington Carmichael

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Herrington Carmichael is a full-service law firm offering legal advice to UK and international businesses. We work with corporate entities of all sizes from large PLCs through to start-up businesses.
A Charitable Incorporated Organisation often known as a "CIO" is a type of charity that has a distinct legal personality, and therefore receives limited liability status.
UK Corporate/Commercial Law
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I AM A TYPE OF CHARITY with my own legal personality and I am registered and regulated by the Charity Commission!

A Charitable Incorporated Organisation often known as a "CIO" is a type of charity that has a distinct legal personality, and therefore receives limited liability status. With its distinct legal personality, a CIO can enter into contracts, sue, be sued, and manage property in its own name, very much like a limited company. However, like all corporate bodies, it can only act through people, these people are the trustees and members (if any). The trustees of a CIO are like the directors of a company, they are responsible for overseeing the charity's activities and governance and ensuring that it works to meet its objectives and comply with charity law, any members appointed are like members of a limited company – they have an interest in the CIO's activities and can vote on certain matters put to them by the trustees but they have no obligations other than in relation to their guarantee amount.

Other points to note when considering the structure of your charity are:

  • A CIO is registered with the Charity Commission, it is not registered with the Registrar of Companies, it does not have dual registration obligations and therefore does not make filings at Companies House, it is only required to file with the Charity Commission, unlike a charitable company;
  • A CIO can be registered with the Charity Commission without the annual income threshold of £5,000 that is applied to charitable companies;
  • the Charity Commission does not maintain a register of charges and therefore lenders can not take debentures or legal charges as security, and have registration of such security;
  • CIO's can be formed as:
    • a foundation model – this is where the trustees and members are the same people, or
    • as an association model – this is where the organization has a separate body of members

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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