Charity Commission Guidance on Coverting a CIC to a CIO

If you are a Community Interest Company (CIC) you can apply to convert directly to a charitable incorporated organisation (CIO).

Step 1: Prepare a conversion resolution

The directors of the CIC will need to produce a conversion resolution which confirms that the members of the CIC wish to convert the CIC into a CIO under the Charitable Incorporated Organisations (Conversion) Regulations which came into force on 1 September 2018.

Step 2: Adopt Charity Commission model constitution

Adopt and complete the Commission's model constitution for a CIO Association.

Replace ‘CIC’ with ‘CIO’ in the name to reflect that the organisation has converted.

Section 8 of the model CIO constitution covers if members would be liable to contribute to the assets of the CIO if it is wound up.

If the amount each member would be liable for is more than £10, you must select option 2 to confirm:

• the CIO’s members will be liable to contribute to its assets if it is wound up
• the amount up to which they will be liable for

The amount you enter in section 2(i) must not be less than the amount up to which the CIC’s members were liable to contribute to the assets of the CIC if it were wound up.

If the amount each member of the CIC is liable to contribute to its assets if it winds up is £10 or less, you can select option 1.

Step 3: Prepare a resolution adopting the CIO constitution

Prepare a resolution adopting the proposed constitution of the CIO. The resolution must confirm that the members of the CIC have adopted the proposed constitution of the CIO.

Step 4: Apply for charitable status

Before submitting an application you must read:

• How to set up a charity
• Charitable purposes and public benefit
• How to register your charity

To apply for charitable status as a CIO, you will need to apply to register as a charity and also submit:

• the resolution of conversion of the CIC to a CIO
• the proposed constitution of the CIO
• the resolution of the CIC adopting the proposed constitution of the CIO
• a completed Trustee Declaration Form

In the ‘Special Circumstances’ section of your application, write that you are a CIC wishing to apply for charitable status as a CIO. Tell the Commission the name of the CIC.

Read in full on the gov.uk website.