Charity Structures Compared: CIO, Charitable Company, Unincorporated and CIC

The four main vehicles for a social-purpose organisation in England and Wales are the charitable incorporated organisation (CIO), the charitable company limited by guarantee, the unincorporated association or trust, and the community interest company (CIC). The right choice turns on three questions: do your trustees need limited liability, which regulator will you register with, and do you need charity tax reliefs such as Gift Aid and business rate relief? A CIC is not a charity and cannot access those reliefs. See the Charity Commission's structure guidance for the canonical comparison.

The two questions that decide the structure

Before looking at the detail of each option, two questions narrow the field substantially.

Do your trustees need limited liability?

An unincorporated association or trust has no separate legal personality. That means trustees can, in principle, be personally liable for the organisation's debts and legal obligations. For a small grant-funded group with no employees and no contracts in its own name, that risk is often manageable. For any organisation that holds property, employs staff, signs service contracts or takes on liabilities, limited liability is almost always the right call.

Both the CIO and the charitable company give trustees limited liability through incorporation. The CIC also gives limited liability. The unincorporated route does not.

Do you need charity tax reliefs?

Charity status brings meaningful financial benefits: HMRC recognition (separate from Commission registration) unlocks Gift Aid, exemption from tax on most charitable income, and eligibility for up to 80% off business rates on property used wholly or mainly for charitable purposes.

A CIC is not a charity. It pays corporation tax normally and cannot claim Gift Aid on income or charitable rate relief. If those reliefs matter to your funding model, a CIC is the wrong vehicle. See the CIC vs charity comparison for the full breakdown.

Structure comparison table

The table below compares the four structures across the dimensions that matter most for founders. All figures are for England and Wales. Scotland (OSCR) operates a different regime; see the Scotland section below.

Sources: Charity Commission structure guidance; CC21b registration guidance; HMRC charities and tax; ORCIC.

CIO: the default for most new charities

The CIO was created specifically to give charities the benefits of incorporation without the burden of dual registration. A CIO registers only with the Charity Commission, not Companies House, which means one regulator, one set of annual filings, and no confirmation statement or Companies House accounts to maintain alongside the Commission return.

Key points for founders:

• A CIO must register with the Commission whatever its income, even before it has received any funds. Other structures must register once income exceeds £5,000 a year.
• Trustees have limited liability. The CIO itself can hold property, enter contracts and employ staff in its own name.
• Non-company charities (including CIOs) with gross income of £250,000 or less (£500,000 for financial years ending on or after 30 September 2026) may prepare receipts and payments accounts rather than full accruals accounts. Above that threshold, accruals accounts following the Charities SORP (FRS 102) are required.
• Charity tax reliefs require a separate application to HMRC after registration. Commission registration alone does not deliver Gift Aid.

For a detailed walkthrough of the CIO registration process, see the Setting Up a Charity or CIO guide.

Charitable company: when Companies House presence is preferred

A charitable company limited by guarantee gives trustees the same limited liability as a CIO but requires registration with both the Charity Commission and Companies House. That dual registration means two sets of annual filings: the Commission's annual return and accounts, and Companies House's confirmation statement and company accounts.

There are situations where this overhead is worth accepting:

• The organisation already exists as a company limited by guarantee and is converting to charitable status.
• Certain funders, grant bodies or institutional partners expect or require a Companies House registration number.
• The founders are already familiar with Companies House obligations from running other companies.

A charitable company must prepare accruals accounts at all income levels, unlike a CIO or unincorporated charity which can use receipts and payments below £250,000 (£500,000 for financial years ending on or after 30 September 2026). That adds to accountancy cost at smaller income levels.

See the charity accounts service page for the accounts frameworks that apply to each structure.

Unincorporated association or trust: simplest, but no separate legal personality

An unincorporated association is the oldest and simplest form. It has no separate legal personality: the organisation is, in law, the trustees or members acting together. A charitable trust is similar but organised around a trust deed rather than a membership constitution.

The practical consequences:

• Trustees can be personally liable for the organisation's debts and legal obligations. There is no corporate shield.
• Property must be held in the names of individual trustees (or by a nominee), not in the organisation's name.
• Contracts and employment must be entered into by named trustees, who are personally party to them.
• Registration with the Charity Commission is required once income exceeds £5,000 a year. Below that threshold an unincorporated charity can operate without Commission registration, but will not appear on the public register and cannot access Gift Aid.

For a small, volunteer-run community group with no employees, no property and minimal contractual commitments, an unincorporated association keeps administration light. As soon as the organisation employs staff, holds a lease or runs significant events with third-party suppliers, the absence of limited liability becomes a material risk and conversion to a CIO is usually the right step.

For detail on the accounts and scrutiny obligations that apply once you are registered, see the audit vs independent examination guide and the IE vs audit checker.

CIC: when a social mission does not need charity status

A community interest company (CIC) is a company limited by shares or guarantee that has passed a community interest test and is registered with the Office of the Regulator of Community Interest Companies. It is not a charity and is not regulated by the Charity Commission.

The key consequences for founders comparing a CIC with a charitable structure:

• No Gift Aid. A CIC cannot claim Gift Aid on donations. Donors cannot reclaim tax. This is a material difference for fundraising models that depend on public giving.
• No charity rate relief. A CIC pays business rates at the full rate; the 80% mandatory charitable rate relief is not available.
• Corporation tax applies normally on profits not distributed or re-invested under the asset lock rules.
• CICs have a statutory asset lock. CICs limited by shares also face dividend and performance caps.
• Every CIC files a CIC34 community interest company report alongside its accounts at Companies House.

A CIC is the right choice when the organisation wants to trade, take investment or distribute limited returns to investors, does not depend on Gift Aid income, and does not want the regulatory relationship with the Charity Commission. Social enterprises operating in markets where commercial disciplines matter often prefer the CIC model for that reason.

For the full CIC picture, see the CIC complete guide and the CIC accounting services page. For a direct binary comparison, see CIC vs charity.

Narrow it down: structure chooser

A structure-chooser tool is queued for this page: answer a few questions and get a recommended structure with the rationale. It will appear here when available. In the meantime, the comparison table above and the FAQ section below cover the most common decision paths.

How to register once you have chosen

The registration route depends on the structure you have selected:

1. CIO: apply online through the Charity Commission's registration portal. Submit your governing document, trustee details and your CIO constitution. No Companies House step.
2. Charitable company: incorporate the company at Companies House first (limited by guarantee, charitable objects in the articles), then apply to the Charity Commission to register as a charity. Both registrations are required.
3. Unincorporated association or trust: once income exceeds £5,000 a year, apply to the Charity Commission through the same online portal with your governing document (rules or trust deed).
4. CIC: apply to Companies House using the CIC application forms; no Charity Commission registration. The CIC Regulator (based at Companies House) assesses the community interest test.
5. HMRC recognition (all charitable structures): once you have your Charity Commission registration number, apply separately to HMRC for charitable tax recognition. This is the step that unlocks Gift Aid and other reliefs. Commission registration alone does not deliver them.

For a step-by-step walkthrough of the CIO and charitable company registration process, see the Setting Up a Charity or CIO guide.

Scotland and Northern Ireland: different regimes

This guide covers England and Wales only. Scotland and Northern Ireland operate separate charity law regimes with different structures, regulators and thresholds.

• Scotland: charities in Scotland are regulated by the Office of the Scottish Charity Regulator (OSCR). The Scottish charitable incorporated organisation (SCIO) is the Scottish equivalent of the CIO. Accounts and scrutiny rules differ from England and Wales.
• Northern Ireland: the Charity Commission for Northern Ireland (CCNI) is the regulator. Northern Irish charity law has its own registration requirements and thresholds.

If your charity operates across borders, take advice on which jurisdiction's law governs your organisation. Never assume England and Wales rules apply in Scotland or Northern Ireland.

Frequently asked questions

What is the difference between a CIO and a charitable company?

Both give trustees limited liability through incorporation. The key practical difference is that a CIO registers only with the Charity Commission, while a charitable company must register with both the Charity Commission and Companies House, creating dual annual filing obligations. A CIO also gives slightly more flexibility on accounts: non-company charities (including CIOs) with gross income below £250,000 (£500,000 for financial years ending on or after 30 September 2026) may use receipts and payments accounts rather than full accruals. See the Commission's structure guidance for detail.

Which charity structure has limited liability?

The CIO and the charitable company both give trustees limited liability through incorporation. Unincorporated associations and trusts do not: trustees are personally liable for the organisation's debts and legal obligations. A CIC also provides limited liability but is not a charity.

Do all charity structures register with the Charity Commission?

Charitable structures (CIO, charitable company, unincorporated) all register with the Charity Commission once eligible. A CIO must register whatever its income. Other charitable structures must register once annual income exceeds £5,000. A CIC does not register with the Charity Commission at all; it registers at Companies House.

Can I change my charity's structure later?

Conversion between structures is possible for some charitable forms, subject to the Charity Commission's process and requirements. For example, an unincorporated charity can convert to a CIO. The conversion process involves the Commission and typically requires trustee resolution and governing document changes. Because the specifics depend on your current structure and circumstances, refer to the Commission's structure guidance and take appropriate advice before proceeding.

Is a CIC a type of charity?

No. A CIC is not a charity. It is a company regulated by the Office of the Regulator of Community Interest Companies, not the Charity Commission. It cannot claim Gift Aid on donations, cannot access charitable business rate relief, and pays corporation tax normally. See CIC vs charity for the full comparison.

What is the most common structure for a new charity?

The CIO has become the default choice for most new charities in England and Wales because it combines limited liability with registration through the Charity Commission alone, avoiding the dual-registration burden of a charitable company. The Charity Commission's own guidance identifies it as the structure recommended for most new charities seeking incorporation.

Do unincorporated charities have to register?

An unincorporated charity must register with the Charity Commission once its annual income exceeds £5,000. Below that threshold it can operate without Commission registration, but it will not appear on the public register and cannot access Gift Aid or other tax reliefs until it registers and obtains separate HMRC recognition.

Which structure lets us claim Gift Aid?

Any of the three charitable structures (CIO, charitable company, unincorporated) can claim Gift Aid once the charity has obtained separate HMRC recognition. Charity Commission registration alone does not deliver it. A CIC cannot claim Gift Aid under any circumstances.