The CIC Regulator (ORCIC) Explained: Who Regulates Community Interest Companies

CICs are regulated by the Office of the Regulator of Community Interest Companies (ORCIC), an independent office based at Companies House. It approves CIC formation, applies the community-interest test to ensure CICs genuinely serve the community, and enforces the statutory asset lock. It is not the Charity Commission, and a CIC is not a charity.

Where the Regulator sits and what it is

The Office of the Regulator of Community Interest Companies is an independent regulatory office. It was created specifically to oversee CICs when the CIC structure was introduced by the Companies (Audit, Investigations and Community Enterprise) Act 2004. Although it is based at Companies House, it operates independently of Companies House's main functions.

This location matters because it reflects the fundamental nature of a CIC: a CIC is a company, not a charity. It registers at Companies House, files accounts and confirmation statements at Companies House, and is overseen by a regulator that sits within the Companies House framework. The Charity Commission has no role in the oversight of CICs.

The Regulator is sometimes referred to as ORCIC (from "Office of the Regulator of Community Interest Companies"). Both names refer to the same body.

What the Regulator actually does

The CIC Regulator has four main functions.

• Approves or refuses CIC formation. When a new CIC applies to register, the Regulator applies the community-interest test. If the Regulator is not satisfied that a reasonable person would consider the proposed activities to benefit the community, the application is refused. This gate does not exist for ordinary companies.
• Reviews community interest reports. Every CIC files a CIC34 community interest company report alongside its annual accounts at Companies House. The Regulator reviews these reports to satisfy itself that CICs continue to pursue their community interest objects. A CIC that files a vague or inadequate report can expect a query from the Regulator.
• Enforces the asset lock and dividend cap. CICs have a statutory asset lock that restricts how assets can be used or transferred. For CICs limited by shares there is also a statutory dividend cap limiting how much profit can be distributed to shareholders. The Regulator monitors compliance with both and can act where they are breached.
• Investigates and takes action. Where complaints are received about a CIC, or where the Regulator identifies concerns, it has statutory powers to investigate and take action. These powers are set out in the CIC legislation and guidance; the Regulator publishes annual reports on its activities.

The Regulator's approach is generally described as light-touch: CICs are designed to be a flexible, accessible structure for social enterprises. Regulatory intervention is proportionate to the concern raised. Day-to-day, the Regulator's main touchpoint for most CICs is the annual CIC34 review.

The community-interest test

The community-interest test is the central mechanism the Regulator uses both at formation and on an ongoing basis. The test asks whether a reasonable person would consider the CIC's activities to benefit the community, or a section of it.

This test is intentionally broad. It is not confined to deprived communities or traditional charitable causes. A CIC can pursue a very wide range of purposes, from arts and culture to environmental projects to social care, as long as the benefit is genuinely directed outward, toward the community, rather than to the members or shareholders of the CIC itself.

The "reasonable person" framing is important. The test is objective, not subjective. The Regulator does not simply take the CIC's word for it that its activities are community-beneficial; it must be satisfied that an outside observer, applying a reasonable standard, would reach the same conclusion.

At formation, the community-interest test is assessed when the CIC submits its application along with its memorandum and articles of association describing its objects. On an ongoing basis, the test is applied through the community interest report in the CIC34, where the CIC must demonstrate that it has actually carried out community-beneficial activities during the year, not merely that it is constituted to do so.

The governing documents for the community-interest test are the CIC guidance pack published by the Regulator. This covers the test in detail, together with guidance on the asset lock, dividend caps, and formation.

The CIC Regulator versus the Charity Commission

The most common source of confusion for people forming or researching a CIC is the relationship between the CIC Regulator and the Charity Commission. They are entirely separate bodies regulating entirely separate legal structures.

Feature	CIC Regulator (ORCIC)	Charity Commission
Regulates	Community interest companies (CICs)	Registered charities in England and Wales
Sits at	Companies House	Independent government department
Key test	Community-interest test: would a reasonable person consider the activities to benefit the community?	Charitable purpose test: does the organisation exist for charitable purposes under the Charities Act 2011?
Registration route	CIC registers at Companies House; Regulator approves formation	Charity registers with the Charity Commission (CIO: Commission only; charitable company: Commission and Companies House)
Tax reliefs	None specific to CICs; pays corporation tax normally; no Gift Aid on income; no charitable rate relief	Gift Aid, charity rate relief (up to 80% mandatory plus discretionary top-up), exemption from most income and capital gains tax
Annual filing touchpoint	CIC34 community interest report (reviewed by Regulator); accounts at Companies House	Annual return to the Charity Commission; accounts filed with Commission above income thresholds

The key practical consequence is that a CIC receives none of the tax reliefs that charities benefit from. As set out in the Regulator's own guidance, CICs are not charities and cannot claim Gift Aid on donations, cannot access charitable business rate relief, and pay corporation tax in the ordinary way. If your organisation's funding model depends on Gift Aid income or rate relief, a CIC is the wrong structure. The CIC versus charity comparison explores these trade-offs in detail.

When and how the Regulator can intervene

The CIC Regulator has statutory powers to investigate CICs and take action where it finds cause for concern. These powers arise from the Companies (Audit, Investigations and Community Enterprise) Act 2004 and the regulations made under it.

Investigations can be triggered by:

• Complaints from third parties. Any person can make a complaint to the Regulator about a CIC. Common grounds include concerns that the CIC is not genuinely pursuing its stated community interest objects, or that its assets are being misused.
• The annual CIC34 review. Where a community interest report raises concerns, or is inadequate, the Regulator may make further enquiries.
• Proactive monitoring. The Regulator monitors the CIC register and can identify concerns without waiting for a complaint.

Where the Regulator investigates, it has statutory powers to take action. The specific powers available are set out in the CIC legislation and the CIC guidance pack; the Regulator publishes annual reports summarising the types of cases it handles. In general terms, the Regulator can take proportionate steps to remedy the concern, up to and including more serious interventions where necessary.

The existence of these powers does not mean the Regulator operates as a heavy-handed enforcer. The CIC structure was designed to be accessible to social entrepreneurs, and the Regulator's published approach reflects that. Most CICs that file compliant CIC34s and operate within their stated objects will have no contact with the Regulator beyond the annual filing review.

Formation and ongoing filing touchpoints

For a CIC director, the Regulator's involvement is felt at two specific points: formation and the annual CIC34 cycle.

1. Formation. When a CIC is incorporated, the application includes the company's memorandum and articles of association and a form CIC36 (the community interest statement). The Regulator reviews this to apply the community-interest test. If satisfied, the CIC is registered. If not, the Regulator can refuse registration or ask for amendments to the constitutional documents before approval is given.
2. Annual CIC34 filing. Every year, alongside the annual accounts, the CIC files a CIC34 community interest company report at Companies House. This report covers the CIC's activities during the year, stakeholder consultation, asset lock compliance, and (for CICs limited by shares) dividend information. The Regulator reviews these reports. The CIC34 filing guide covers every section of the form in detail, including common rejection reasons. The fee for filing the CIC34 should be confirmed on the Companies House CIC guidance pages before submission, as the amount is subject to change.
3. Changes to constitution. Where a CIC wants to change its objects or other key constitutional provisions, the Regulator's approval may be required. Changes that affect the community interest purpose are not simply a matter of passing a directors' or members' resolution; the Regulator must be satisfied the CIC continues to meet the community-interest test after the change.

Frequently asked questions

Who regulates a community interest company?

CICs are regulated by the Office of the Regulator of Community Interest Companies (ORCIC), an independent office based at Companies House. The Charity Commission plays no role in regulating CICs.

Is the CIC Regulator part of the Charity Commission?

No. The CIC Regulator is an entirely separate body from the Charity Commission. It was created specifically to oversee CICs and is based at Companies House. The Charity Commission regulates registered charities; it has no jurisdiction over CICs.

What is the community interest test?

The community interest test is the test the Regulator applies at formation and on an ongoing basis. The Regulator must be satisfied that a reasonable person would consider the CIC's activities to benefit the community, or a section of it. The test is set out in the CIC guidance pack.

Can the CIC Regulator remove a director?

The Regulator has statutory powers to investigate CICs and take action where it finds cause for concern. The specific powers available in serious cases are set out in the CIC legislation and guidance. Directors with concerns about regulatory action should refer to the Regulator's published guidance or take professional advice.

What happens if a CIC breaches its asset lock?

The statutory asset lock is a core feature of the CIC structure. A breach is a serious matter and can trigger a Regulator investigation. All CICs confirm compliance with the asset lock in the community interest report filed annually with the CIC34.

Is a CIC a charity?

No. A CIC is not a charity. It cannot claim Gift Aid on income, access charitable business rate relief, or benefit from other charity tax reliefs. It pays corporation tax in the normal way. If you are weighing CIC against charity, the CIC versus charity guide sets out the structural and tax differences in full.

Where is the Office of the Regulator of Community Interest Companies based?

The Office of the Regulator of Community Interest Companies is based at Companies House. It operates as an independent office within the Companies House framework.

How do I complain about a CIC?

Complaints about a CIC can be submitted to the Office of the Regulator of Community Interest Companies. The Regulator can investigate complaints and has statutory powers to take action where a CIC has failed to meet its obligations.

For a fuller picture of the CIC structure, the CIC complete guide covers formation, governance, tax and filing obligations from start to finish. If you are deciding between a CIC and a charity, the CIC versus charity comparison is the right starting point. For the annual filing obligation specific to CICs, the CIC34 filing guide covers every section of the form in detail. And if you want support with CIC accounts and compliance, the CIC accounting service page explains how we work with CIC directors.