How to set up a CIO, step by step
A charitable incorporated organisation (CIO) is a charity that can employ, own property and sign contracts in its own name, without registering at Companies House. It only comes into existence when the Charity Commission registers it, whatever its income.
| Step | What you do | Published timing |
|---|---|---|
| 1. Purposes | Agree what the CIO is for, who benefits and where | Your pace |
| 2. Model | Choose foundation (trustees only vote) or association (wider membership) | Your pace |
| 3. Name | Check the register and the internet; check sensitive words | Ask Companies House by email if approval is needed; no turnaround published |
| 4. Trustees | Recruit trustees (at least three recommended); check eligibility | Your pace |
| 5. Constitution | Complete the Commission's model; agree it at a minuted meeting | Your pace |
| 6. Declaration | Every trustee signs in ink; scan to PDF | Your pace |
| 7. Apply | Online application, PDFs attached | Draft saved for 3 months |
| 8. Initial check | The Commission checks completeness and trustee eligibility | Within 48 hours |
| 9. Decision | Registered, registered with conditions, returned or rejected | Normally 40 working days, if the four conditions below are met |
| 10. On the register | The CIO exists from registration; the entry goes public | Should appear within 48 hours of you being told |
| 11. Bank and HMRC | Open an account; apply to HMRC for Gift Aid; set up Charities Online | Charities Online activation code: around a week; use it within 28 days |
| 12. First year end | Annual return, accounts and trustees' report | Within 10 months of the financial year end |
The 40 working days applies when you use the Commission's example objects and model constitution, your activities match your objects, and any private benefit is incidental and properly managed. Others take longer.
1. Purposes
Each purpose must be charitable and for the public benefit. Start from the Commission's example objects if one fits. Writing purposes.
2. Foundation or association
Foundation: the trustees are the only voting members. Association: a wider membership votes, usually electing trustees at an AGM. The two models compared.
3. Name
- Not the same as, or too like, another charity's name. Search the register and the internet.
- A CIO needs Companies House approval for certain sensitive words. "Charity", "charitable", "association", "foundation" and "trust" don't need it. Email Companies House with "CIO" in the subject line.
- If the name needs Companies House approval, get it before you apply.
4. Trustees
The model guidance says a CIO should have at least three trustees and suggests no more than 12. Individual trustees must be 16 or over and not disqualified. The models assume a board of individuals. How many trustees.
5. The constitution
- Download the foundation or association model from GOV.UK.
- Work through the guidance notes: they mark what the law requires, what's good practice and what's optional.
- Fill in the name, whether the principal office is in England or Wales, the objects, and the first trustees' names.
- Choose whether members contribute to debts if the CIO is wound up. If so, set a maximum each; £1 or £10 are the model's examples.
- Delete options you don't use and renumber, including cross-references.
- The Commission says the trustees should meet to agree it and minute the decision. CIO trustees don't need to sign it: it takes effect on registration, and that's its date.
6. The trustee declaration
Printed, signed in ink by every trustee, scanned as a PDF. The Commission can't accept electronic signatures. How to fill it in.
7. The application
You don't need to prove income: the £5,000 test doesn't apply to CIOs. You do explain how the CIO will be funded. You do explain how the CIO will be funded. You do need public contact details, the constitution PDF, every trustee's details, and explanations of your activities and public benefit. Bank details are asked for if you already have an account. The questions explained.
8 to 10. The decision
If the application is unclear or incomplete, it's returned for you to resubmit. If registered, your charity number is emailed to the main contact, and each trustee with an email address gets a list of guidance.
11. After registration
- Bank account in the CIO's name, with a bank or building society in England or Wales.
- HMRC recognition for Gift Aid and tax reliefs. You'll need officials' dates of birth and National Insurance numbers. Applying.
- Charities Online, to claim. Register with your HMRC reference, then activate with the code HMRC sends.
- Registers of members and trustees. In a foundation CIO they're the same people.
12. Every year
A CIO sends an annual return, accounts and a trustees' annual report to the Commission every year, whatever its income, within 10 months of its year end. For years ending on or after 30 September 2026: under £500,000 income it can prepare simpler receipts and payments accounts; over £40,000 the accounts need independent examination, unless an audit is required, with a professionally qualified examiner over £500,000. A CIO isn't fined for late filing, but some breaches of the CIO regulations are offences.