How To Convert A CIC Company To A Charity CIO

How To Convert A Company or CIC To A Charity CIO - Conversion Made Simple

How To Convert A CIC Company To A Charity CIO

A layman's guide on how to convert a private or CIC company to a charity CIO.  You can convert private companies, CICs and charitable companies, but not charitable trusts or unincorporated associations.  There are 2 types of company - limited by shares and limited by guarantee.  You cannot convert a company limited by shares to one limited by guarantee, or vice-a-versa.

If you’re not sure whether a charity or CIC would suit you best, this Charity Excellence guide gives you what you need to know and ask yourself. It's just one of the guides in the Non Profit Start Up Toolbox.

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What Does It Mean To Convert A Company, CIC Or Charity?

To convert a company in legal terms is far too complicated for a man of my meagre talents and I'm not clever enough to be  a lawyer, so cannot offer professional opinion.  If you need expert advice, you should seek it.  You can find pro bono legal providers by registering, then logging in and going to Help Finder.  Use the HR & Legal search category to find pro bono support.

My layman's interpretation is that you are changing the legal structure of your private company, CIC or charity, but it remains in existence, so no contracts are broken - leases, staff employment and lots of others.  That makes converting much easier than creating a new company and then transferring the assets and closing the existing one.  However, if you've set a company up, but aren't trading/have no assets/contracts, then simply closing it and starting again might be simpler.

How To Convert A Company To A CIC

The most common seems to be to convert a private limited company to a CIC.  You cannot convert to a different structure of company.  That is, if you are a company limited by guarantee, you must convert to a CIC limited by guarantee.

To apply to convert a company conversion to a CIC, you will need to submit 4 documents:

  • F37 Company Conversion Declaration.
  • CIC Model Articles of Association
  • Special Resolution to Convert to a CIC
  • NM01 Change of Name. 

Once completed, you need to post these to Companies House with a cheque for £25.

The Government guidelines and links to the documents above in Section 4 of this publication.

There are a range of other conversions, but (in my experience) these are pretty unusual.  You can find guidance on all of these in the other sections of the guidance above.

How To Convert a CIC To A Charity CIO

You can convert a CIC Limited by Guarantee or a CIC Limited by Shares (as long as the share capital is fully paid up) to a CIO.

  • Step 1: Prepare a resolution to convert
  • Step 2: Adopt the Charity Commission model CIO constitution
  • Step 3: Prepare a resolution adopting the CIO constitution
  • Step 4: Apply for charitable status.  This is the Charity Excellence guide to registering a charity.

There are 2 types of CIO - Foundation and Association.  Almost everyone chooses the Foundation model.

You can find the detailed guidance on how to convert a CIC here.

How To Convert a Charitable Company To A CIC

To be honest, I've never heard of anyone converting a charitable company to a CIC, but if you want to, you can find the guidance on how to do that here.

Converting Charitable Trusts and Unincorporated Associations

You cannot covert if your organisations is not incorporated.  Usually referred to as unincorporated associations, community groups etc.  these have a constitution or governing document but are not registered with the Charity Commission or Companies House.  Equally, charitable trusts are registered with the Charity Commission, but are not incorporated.

What you have to do is go through the normal Charity Commission registration process, usually to become a CIO.  That can be an absolute pain if you are registered charitable trust, but I've never found a way round it.  You can find the Charity Commission guidance here.

A CIC must be a limited company, so an unincorporated charity (including charitable trusts) can’t convert to a CIC.

Convert A CASC To A Charity

Basically, you can't convert Community Amateur Sports Club.  The CASC scheme allows amateur sports clubs to register with HMRC and benefit from a range of tax reliefs.  Once registered as a CASC, a club cannot apply to be recognised as a charity. To convert a registered CASC to a charity involves closing down (winding up) the CASC and transferring over the assets and activities to a new charity.

If your club is already a charity then CASC status is unlikely to be of any additional benefit. You may still apply for CASC status, but if your club meets the requirements of the scheme and is registered as a CASC, then it would no longer be entitled to be a charity.

Lots More Free Resources For Your Charity Or CIC

For more lots more resources to help you make your charity or CIC a success, visit the Start-up Toolbox in the Resource Hub.  Better still, join the Charity Excellence Framework, which works for charities and CICs.

A registered charity ourselves, we provide 8 online health checks, the huge information hub, Quality Mark and 3 online directories.

  • Funding Finder - click through to more funders than any other grants directory, categories for Crisis Funding, Core Funding and Small Charities & Community Groups and 100+ downloadable grant lists.
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