Par Carnival has applied for Registarion as a Charitable Incorporated Organisation in England and Wales with Trustees and additional voting members (the liability of the members is limited to £1). Our Registration Application is currently under investigation and with the Charity Commission.

The charitable incorporated organisation (CIO) is registered and governed under the legal structure and Charity Commission Acts.

The charitable incorporated organisation is an alternative legal form for a charity. Part 11 of the Charities Act 2011 creates the basic legal framework, complemented by the Charitable Incorporated Organisations (General) Regulations 2012, the Charities Act 2011 (Charitable Incorporated Organisations) (Constitutions) Regulations 2012 and the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

A charitable incorporated organisation is a corporate body which is not a company incorporated under the Companies Acts; it is therefore not subject to company regulation. Neither its existence nor any charges it creates have to be registered at Companies House. However, a charge over land created by a charitable incorporated organisation will have to be completed by registration under the Land Registration Act 2002 in order to take effect at law (section 27(2) of the Land Registration Act 2002). Like a limited company, a charitable incorporated organisation can buy, sell, lease, mortgage or charge, or otherwise dispose of, property in its own name. Its members may have either no liability at all or only limited liability for its debts.

In addition to the requirements of the Land Registration Act 2002 and the Land Registration Rules 2003, you need to take into account the requirements of the Charities Act 2011 when making applications to register dispositions in favour of or by charitable incorporated organisations.

Charitable incorporated organisations are non-exempt charities and are subject to the jurisdiction of the Charity Commission. Subject to certain exceptions (see sections 117(3), (4)(a) and 124(9) and (10) of the Charities Act 2011 as amended by the Charities Act 2022) the trustees of non-exempt charities are generally allowed to sell, mortgage or otherwise dispose of the charity’s land without an order of the court or of the Charity Commission if they follow the correct procedures.

All dispositions in favour of a charitable incorporated organisation must contain a statement that the charitable incorporated organisation is a non-exempt charity and referring to the restrictions on dispositions imposed by the Charities Act 2011.

Subject to the terms of its constitution, a charitable incorporated organisation has power to do anything which furthers its purposes or is conducive or incidental to doing so (section 216(1) of the Charities Act 2011). Although this is made subject to anything in the charitable incorporated organisation’s constitution, the constitution cannot include a provision that would restrict the charitable incorporated organisation’s ability to dispose of its property (regulation 14 of the Charitable Incorporated Organisations (General) Regulations 2012). Powers are exercised by the charitable incorporated organisation’s trustees. The Charity Commission’s 2 model charitable incorporated organisation constitutions restate the broad statutory power but also include a short list of specific powers, including power to borrow and to charge all or any part of the charitable incorporated organisation’s property as security for a loan. In the introductory notes to both of the model constitutions, the Commission states: “To simplify the charitable incorporated organisation framework, there is currently no provision for charitable incorporated organisations to issue debentures, or for a register of charges (mortgages etc) over charitable incorporated organisation property.”

The Charitable Incorporated Organisations (General) Regulations 2012 apply (as modified) most of Part 4 and section 32 of the Trustee Act 2000 to charitable incorporated organisations, so that charitable incorporated organisation trustees may delegate functions to an agent. These include investment of the charitable incorporated organisation’s assets, including the management, creation or disposition of an interest in land held as an investment. The Charity Commission’s model charitable incorporated organisation constitutions widen the Trustee Act 2000 powers to enable the charitable incorporated organisation trustees to delegate any of their powers or functions to committees, subject to certain safeguards.