What registers must a charity keep, and what happens if it doesn't?

England and Wales: This page sets out the position in full, for every structure — CIO, charitable company and unincorporated charity. Scotland: the same duty, but a SCIO’s register of members is triggered by a different test, and the public can see a different one of the two registers — see below. Northern Ireland: covered in full, and the answer has a different shape. There is no CIO there at all; a charitable company follows exactly the same company law as the rest of the UK; and an unincorporated charity has no register duty.

What happens if a charity does not keep its registers?

Failing to keep a statutory register is a criminal offence only for a charitable company. For a CIO or a SCIO the remedy is civil. This page covers the statutory registers in England and Wales, Scotland and Northern Ireland, for the trustees who keep them. The Charity Commission, OSCR and Companies House enforce them.

The registers run from the day the charity comes into existence at its founding meeting. If you have not yet mapped your governing document, do that first: it says who the members are.

Every structure is told to keep a proper record of who runs the charity and who belongs to it. Only one of them commits a crime by failing.

For a CIO, failure is not a criminal offence. The remedy sits in the Regulations themselves — reg 26(4): if a CIO fails to comply with a Sch 1 requirement, the Commission MAY, by order, direct the charity trustees to do whatever is needed to make the default good.

Ignore that order and it can be referred to the High Court and treated as contempt. That is a civil route, not a prosecution. The general power at s.335 of the Charities Act 2011 is switched off here on purpose. The CIO Regulations already supply their own.

For a SCIO the answer is the same, reached by a different road. OSCR’s own supervisory and inquiry powers apply. The Scottish Act has only one offence provision for a SCIO. That provision covers only documents that misstate the SCIO’s name or status. Registers are not mentioned in it.

For a charitable company the answer is the opposite. Failing to keep the register of members properly is an offence. So is failing to tell Companies House about a change of director. Both are committed by the company and personally by every officer in default. And the charity trustees of a charitable company are its directors.

So the sentence to take away is not “keep your registers”. It is that the structure chosen at registration decides whether a late entry is an administrative slip or a criminal offence. Nothing else about the task changes.

What registers does a CIO keep?

An association CIO keeps two registers: a register of members and a register of charity trustees. A register of members is the statutory list of a charity’s members, with the dates each joined and left. A foundation CIO keeps one, because its members and its trustees are the same people. Where the Regulations elsewhere say “register of members”, a foundation CIO reads that as its register of charity trustees.

For each current member, the register of members records the name, a service address and the date they were registered. Where the CIO has more than one class of member, it records the class too.

For a former member it records the date they stopped being one. A CIO with a large membership must keep the register in a form that works as an index. A one-member CIO records that fact, and the date it started, against that member’s own entry.

The register of charity trustees records more. For an individual trustee it records:

• the name, including any former name
• a service address
• the date they were registered as a trustee
• the date they ceased to be one

For a corporate trustee, the address must be its registered or principal office. Its registration details go in too. If the Commission has appointed an interim manager, the register also records that appointment and the manager’s details.

Both registers must be updated within 28 days of the event that makes the change necessary. Not of the day you hear about it — of the event.

The registers live at the CIO’s principal office as shown on the register of charities, or at another address the trustees resolve to use.

Who can inspect a CIO’s registers?

The register of trustees is open to anyone on request; the register of members is closed to the public.

This is the part readers get wrong, and it is not a small mistake.

The register of members is closed to the public. A member or a trustee can ask to see it, free, for the purposes of their own duties or to check their own entry.

Everyone else has no right of access — with one narrow exception. Some constitutions make members liable to contribute if the CIO is wound up. Where that is so, the exception applies once the CIO is being or has been wound up. Anyone may then ask to see the entries of the members who carry that liability, to recover it.

The register of trustees works the other way round. Any person may ask to inspect it or be given a copy. It is, in practice, public on request.

A CIO can refuse some requests, but the ground is narrower than it sounds. It may refuse a request about a trustee covered by a Commission dispensation from the annual-report naming requirement. That dispensation is the one granted where naming the person could place them in personal danger.

The CIO cannot certify that itself. The dispensation has to exist before a request arrives, not be applied for after one does. A trustee with a real safety concern needs to deal with that first.

Whenever a register is inspected or copied, the CIO must also say when it was last altered and whether any alterations are outstanding.

Charitable companies: the register of members and notifications

Since 18 November 2025 a charitable company keeps only one of its old statutory registers itself, the register of members, and tells Companies House directly about changes of director.

Almost everything published about company registers was written before 18 November 2025. It now describes a regime that no longer exists.

On that date, the requirement to keep these local registers was repealed outright:

• directors
• directors’ residential addresses
• secretaries
• people with significant control

There is no local register of directors to keep any more. In its place is a single duty to notify Companies House directly, and a short window to do it in. The window itself is the one part of this that did not change:

14 days

Failing to notify, without reasonable excuse, is an offence by the company and by every officer in default. The penalty is s.167L(3) — England & Wales: a fine, UNCAPPED; Scotland/Northern Ireland: fine up to level 5 on the standard scale plus a daily default fine up to one-tenth of level 5 for continuing contravention.

The register of members survived. A charitable company still keeps it at its registered office, or at a single alternative inspection location notified to the registrar. The public can inspect it there. The option to hold it centrally at Companies House instead was withdrawn on 26 January 2026.

A company that still had an election in force on that date has to build and hold a full local register again. Failing to keep it, or keeping it with the wrong contents, is an offence on the same personal terms. The provision is s.113(7)-(8) — company + every officer in default; summary conviction, fine up to level 3 on the standard scale, plus a daily default fine up to one-tenth of level 3 for continued contravention. Misusing information taken from it is a much heavier offence again, and that one can lead to imprisonment.

“We don’t have a person with significant control” is a finding you have to make and file, not a state you sit in. Most charitable companies are limited by guarantee and have no shares. So the shareholding condition cannot apply to them. The others can: voting rights, the right to appoint or remove a majority of the board, and significant influence or control. Each is tested against the articles and the voting structure.

If the company knows or has cause to believe that nobody qualifies, it must give Companies House a notice saying so (s.790LH). Filing nothing is a failure in its own right, whether or not a qualifying person exists.

The wider filing picture, including the confirmation statement, is covered in what a charitable company must file at Companies House. This step only points at it.

Scotland: the registers a SCIO keeps

A SCIO always keeps a register of charity trustees. It records each trustee’s:

• name
• address
• date of appointment
• any office held in the SCIO

A corporate trustee’s entry carries extra details. The register must also flag any trustee whom OSCR itself appointed. Former trustees stay on it for a set period after they leave.

Whether a SCIO also keeps a register of members turns on a different question from the CIO one. It is not a type chosen at formation. It is whether the members and the trustees are the same people. Where they are not, the register is required.

The exemption is unavailable to the smallest possible SCIO, which is the opposite of what sector guidance implies. The floor for membership is lower than the floor for trusteeship.

A SCIO needs a pair of members, but a minimum of three charity trustees. So a SCIO whose members and trustees are the same people has at least three of each. The smallest possible SCIO therefore cannot be single-tier at all. It must keep a register of members from the day it is registered.

Access is the mirror image of the English position, not a variation on it. The trustees register is open to any person on a reasonable request, the same as a CIO’s. The members register is closed to everyone except members and trustees, full stop. No winding-up exception opens it to anyone else.

A SCIO also has no statutory power to charge for either.

The trustees register has one asymmetry worth knowing. A trustee’s address may be withheld from any requester who is not themselves a trustee, as a matter of course. The name may be withheld only where the SCIO is satisfied that disclosure would be likely to jeopardise someone’s safety or security.

Northern Ireland, and unincorporated charities everywhere

An unincorporated charity — a trust or an association — has no statutory register duty at all in England and Wales. No register of members, no register of trustees, no notification deadline, no offence. What does exist is the duty to keep accounting records that are enough to show and explain the charity’s transactions. That duty belongs to starting to keep accounts and to how long a charity must keep its records.

Anything else is whatever the charity’s own governing document requires. For an association with a voting membership, that is usually a membership list in all but name.

Northern Ireland reaches the same place by its own route. Northern Ireland has no CIO. The part of the Charities Act (Northern Ireland) 2008 that would have created one has never been brought into force.

A Northern Irish charitable company is governed by the same UK-wide company law, without modification, because company law is reserved. And for a non-company Northern Irish charity, the 2008 Act imposes an accounting-records duty and nothing else. It expressly does not apply to a charity that is a company. No register duty was found anywhere else in it.

The quiet point underneath all of this is simple. The most common charity structure by number carries the lightest record-keeping burden of any structure this step covers. The trade-off is not paperwork. It is personal liability and the absence of separate legal personality.

That trade-off belongs to deciding your liability position rather than here.

Common mistake: assuming a charitable company still keeps its own register of directors and people with significant control

Most published guidance, model documents and sector content was written before 18 November 2025. It still describes the old local-register regime. Since that date there is no local register of directors, residential addresses, secretaries or people with significant control to keep. What remains is a direct filing duty to Companies House, backed by an offence that is uncapped in England and Wales.

Common mistake: treating a CIO’s register failure as carrying the same risk as a company’s

Both are loosely described as incorporated charities with similar duties. On paper the duty does look the same. A CIO’s failure is met with a Commission order to put it right, not a prosecution. A company’s equivalent failure is a criminal offence, personally, for every officer in default.

The structure chosen at the start changes the exposure, not just the paperwork.

Common mistake: assuming the register of charity trustees is private

Most internal records default to confidential. Trustees do not expect a stranger to be able to ask for their details. In both a CIO and a SCIO, any person may request the register of charity trustees. It is the register of members that is restricted.

A trustee with a real safety concern needs the regulator’s dispensation in place before a request arrives, not after.

Common mistake: electing to hold the register of members at Companies House

Older formation guidance, and some company-secretarial software defaults, still describe the central-register election as available. It was withdrawn on 26 January 2026. A company that still has an old election in force must build a full local register of members again. It keeps it at its registered office or alternative inspection address, and makes it available there for the public to see.

Common mistake: assuming a company limited by guarantee has no person with significant control and skipping the filing

Guarantee companies have no shares, so the shareholding condition plainly does not apply. People often read that as the rules not applying at all. Every company must actively assess the conditions and file the outcome. That is either a person’s details or a notice that there is no registrable person.

Filing neither is a compliance failure in its own right.

Worked example

Tollgate Youth CIO and Saltmarsh Trust review their registers on the same afternoon, a year after each was formed.

Tollgate is an association CIO, so it keeps both registers. It checks the entries against what the Regulations require and confirms each one was updated inside the window. One trustee resignation was recorded late. That is a breach. The Regulations’ own remedy for it is a Commission order to put it right; there is no offence.

Saltmarsh is a charitable company. Its company secretary checks the one register Saltmarsh still keeps itself: the register of members. Then the secretary confirms separately that last month’s trustee resignation was notified to Companies House in time. It was, by a few days.

Both charities end the afternoon compliant. But the near-misses were not equivalent.

Tollgate’s cost it a corrected entry. Saltmarsh’s, had the filing been missed without reasonable excuse, would have been a criminal offence by the company and by every director in default. The same slip, two structures, two different kinds of consequence. That is why this is a step of its own rather than a line inside “keep good records”.

With the registers set up, the next step is to decide your liability position: whether to incorporate, and whether to buy trustee indemnity insurance.