We're an unincorporated charity. How do we become a CIO?

England and Wales: This page sets out the route in full. Scotland: the same shape — no conversion, a new SCIO and a transfer — but OSCR must consent before the old charity is wound up; see the Scotland section below. Northern Ireland: not available — the CIO form does not exist in Northern Ireland.

Can an unincorporated charity convert to a CIO?

No. There is no statutory conversion from an unincorporated charity to a CIO. So the trustees of a trust or an association cannot change its form directly. In England and Wales, the Charities Act 2011 has conversion routes only from a company, a CIC or a registered society. None starts from a trust or an association.

This page assumes the board has agreed that the structure is the problem and has checked which amendment route your charity uses. How a CIO compares with the other structures is set out in legal structures compared.

What happens instead is a transfer. The Charity Commission’s guidance lists it, verbatim:

“Changing from an unincorporated charity to a CIO involves: setting up and registering a new CIO; transferring your charity’s assets to the new CIO and making arrangements about its liabilities; dealing with any permanent endowment, designated land or special trusts; closing your charity.”

One charity is extinguished and another is born. The same guidance calls it “a form of merger”. That phrase is the key to what follows. It is why the legacies are at risk.

A charitable company has a different route. The same legal person carries on, and nothing transfers. That is We’re a charitable company. How do we become a CIO?. If you have read that page, set it aside. Almost nothing on it applies to you.

Five consequences of a transfer, in the order they bite

Five consequences follow from moving by transfer, and they bite in this order:

1. Match the purposes first. The power to transfer depends on the CIO’s purposes matching the old charity’s. If you also want to change your purposes, do that before the CIO is set up. Can we change what our charity is for? covers how.
2. The bank account does not move. The new CIO opens its own. The Commission’s guidance says the CIO “may need to take its own actions (such as setting up bank accounts) before it can receive your charity’s assets”. In practice an account cannot be moved from one charity to another. That is how banks and practitioners describe it, not a rule in the Act. It is still the most common practical surprise.
3. Contracts and staff do not follow on their own. Gov.uk says “the Transfer of Undertakings (Protection of Employment) Regulations (TUPE) may apply” and that “changing structure may also trigger pension liabilities”. Staff are covered in What about our employees and all our files?. Pension exit debts are covered in What do we need to check before we merge?.
4. HMRC and the Land Registry are told separately. The CIO is a new legal person, so it needs its own registrations (see register with HMRC for tax status). HMRC’s guidance puts the order plainly: a body that has to register as a charity must register with the charity regulator first, and only then applies to HMRC.
5. The legacies. A will that benefits the old charity does not read across to the CIO by itself. The statutory rescue works only if the merger is registered. Skip registration and a future legacy to the old charity can fail. How do we actually do the merger, and do we have to register it? owns the detail.

Endowment, designated land and special trusts stay behind

Permanent endowment, designated land and special trusts do not come across with the general assets. Most “how to become a CIO” content leaves that sentence out.

They are held on their own terms, under a different governing document from the charity’s general funds. Each one needs its own procedure before it can move. The Commission’s guidance gives them a heading of their own on this route, for that reason.

So list them first. Each of these is a separate question:

• a village hall held on a trust deed
• a fund that can only spend its income
• a bequest held for one named purpose

Close the old charity before they are dealt with, and you may have closed it in breach of trust.

If trustees acted honestly and reasonably, the Commission can relieve them (Charities Act 2011 s.191). That relief does not cover a personal contractual liability (s.191(4)). The court can relieve them too (Trustee Act 1925 s.61). In Scotland only the court can (Trusts (Scotland) Act 1921 s.32). What trustees carry personally, more generally, is in understand what you are personally taking on.

The route, step by step

In England and Wales the transfer runs in this order:

1. Check the purposes match. If not, change them first.
2. List what does not move with the general assets — endowment, designated land, special trusts — and start their separate procedure.
3. Register the new CIO with the Commission.
4. Open the CIO’s own bank accounts, and apply to HMRC for charity recognition as a new body.
5. Transfer the assets. The Commission names the documents: “a pre-merger vesting declaration” or a transfer agreement. Then register the change of ownership of any land at the Land Registry.
6. Make arrangements about the liabilities. Contracts, leases and staff each need an answer.
7. Register the merger. In England and Wales, the Charities Act 2011 s.307 says notification “may” be given once the transfer is complete. It “must” be given where a vesting declaration was used. The new CIO’s trustees give it.
8. Close the old charity. The Commission’s guidance says “You must tell the Commission you have closed your charity”, using its free online closure form. Who do we tell, and in what order? sets out the full list.

Step 7 is the one people skip. The register sounds like something for two charities joining. It is not optional in practice. It is what keeps the legacies.

Scotland: the same shape, and OSCR consents to the closure

Scotland has no conversion route for an unincorporated charity either. The Charities and Trustee Investment (Scotland) Act 2005 lets only a company or a registered society convert to a SCIO. The whole of Chapter 7 of that Act was read to confirm there is nothing else.

The Scottish route has four parts:

1. A brand-new SCIO, applied for under section 54 of the 2005 Act — the same application any founder makes.
2. A transfer of the old charity’s assets under the general power, or an express power in its constitution.
3. Registration as a charity merger under Chapter 7A of the Scottish 2005 Act, in force since 30 June 2025. OSCR treats a change of legal form as one of the two kinds of charity merger.
4. OSCR’s consent to wind up the old charity, under section 16(2)(c) of the 2005 Act.

That last part is the real difference. In England and Wales you tell the Commission at the end. In Scotland you ask OSCR first. Consent is deemed if OSCR does not act in time. Section 16(6) of the Scottish 2005 Act, verbatim:

“unless OSCR, within 28 days of the date on which notice is given under subsection (4)— (a) refuses its consent, or (b) directs the charity not to take the action for a period of not more than 6 months specified in the direction, OSCR is to be taken as having consented to it.”

OSCR’s checklist for this move is filed under “A guide to incorporation”, not under amalgamation. It names TUPE: “you should consider your legal responsibilities under The Transfer of Undertakings (Protection of Employment) Regulations 2006”. It also names the pension cessation debt that dissolution can trigger.

If the merger is registered under Chapter 7A, section 64D of the Scottish 2005 Act protects future legacies to the old charity. This guide’s research reads it as the strongest of the three UK nations’ tests. That comparison is analysis applied to the statute, not a finding by a court or by OSCR.

The registration itself, and how it protects legacies in each nation, is the next step: execute the merger and register it.

Common mistake: calling it a conversion and expecting the CIO to inherit the old charity’s position

Sector content calls both processes “converting to a CIO”. There is no statutory conversion from an unincorporated charity. The move means:

• registering a new CIO
• transferring the assets
• making arrangements about liabilities
• dealing with endowment, designated land and special trusts
• closing the old charity One charity is extinguished and another is born.

Common mistake: skipping merger registration because “we are only changing structure”

The register of mergers sounds like something for two charities joining. Gov.uk frames changing structure as “a form of merger” for exactly this reason. A will that benefits the old charity does not read across on its own. The statutory redirection works only if the merger is registered. Skip it and legacies can lapse.

Common mistake: expecting to move the bank account across

It is the same people running the same activity, so it feels like the same account. It is not. The CIO sets up its own accounts before it can receive the assets. Plan the switch of standing orders and direct debits as part of the transfer.

Common mistake: setting up the CIO with different purposes, or sweeping endowment across with the general assets

The move looks like a chance to tidy the objects. But the power to transfer depends on the CIO’s purposes matching the old charity’s. If they are changing too, change them first. And permanent endowment, designated land and special trusts need their own procedure — they do not move with the general assets.

Worked example

Wrenfield Village Hall is an unincorporated association. Its committee wants the protection of a CIO.

They check the purposes first. The CIO’s draft constitution uses the association’s purposes word for word, so the power to transfer is there.

Next they list what will not move with the general assets. The hall building may be designated land, held on the terms of its own trust deed. If it is, it does not come across with the general assets, so the committee takes advice on the hall before anything else happens.

The CIO is registered. It opens its own bank account and registers with HMRC as a new body.

The association transfers its general assets by a transfer document. The land change goes to the Land Registry. The committee asks each supplier to move its contract to the CIO. If anyone is employed, TUPE may apply. Gov.uk flags pension liabilities in the same breath.

Once the transfer is complete, the CIO’s trustees register the merger with the Commission. Then the association is closed.

The outcome: a registered CIO, the old charity closed, and the merger registered. A will that later leaves money to “Wrenfield Village Hall” can take effect as a gift to the CIO.