Establish your Charitable Incorporated Organisation with Coddan

You know the people your charity should help. Coddan can help turn that intention into a suitable constitution and a properly prepared registration application. Our Charitable Incorporated Organisation establishment service is for customers creating a CIO in England and Wales, with experienced people to review the information and explain the work needed.

A CIO is an incorporated charity with its own legal identity. Once registered, it can hold property, employ staff and enter contracts in its own name. It is created by registration with the Charity Commission for England and Wales, regardless of its income. It is not incorporated at Companies House.

Instruct Coddan for the practical help behind that registration: discussing your organisation, preparing the appropriate constitutional information, bringing the application materials together and providing the submission assistance you agree. You can begin with a settled proposal or ask about the matters still to be decided.

Our formation-agent service guide explains the provider behind the work. For this CIO service, the Charity Commission is the registration authority; Coddan helps you prepare and progress the application you instruct.

Experienced people, clear responsibilities and proportionate help

Coddan has provided company-formation and business-support services since 2005. That experience brings a practical approach to organising information, preparing documents and helping customers understand what remains to be done. For a CIO, the work is directed to the Charity Commission application and the organisation’s own constitution.

We connect the people, purposes and documents rather than leave you to treat each question as a separate task. For example, wider voting membership affects the constitution, while an intended payment to a trustee needs to be considered alongside the charity’s rules. Human review gives you someone to discuss those arrangements with before the application is submitted.

Coddan CPM Limited is an HMRC-supervised trust or company service provider (TCSP) for its relevant anti-money-laundering activities. This supervision concerns the applicable responsibilities for knowing customers and carrying out regulated services. We explain the customer information needed for the work you are instructing.

Coddan is also a Companies House-registered Authorised Corporate Service Provider (ACSP). That registration relates to applicable Companies House services, including company identity-verification work. A CIO application goes to a different regulator: TCSP supervision and ACSP registration are not Charity Commission accreditation, approval of your proposed charity or authority to decide its registration.

For you, the benefit is an identifiable provider, an agreed service and a team responsible for the preparation it undertakes. Founders supply the facts, trustees make the charity’s decisions, and the Charity Commission assesses the application. If a particular issue needs legal, tax or accounting advice, we explain where that separate help is needed.

You can choose affordable, focused help for a straightforward proposal or discuss more extensive preparation. We identify the work and charges before you agree; a small charity does not automatically need the most comprehensive service.

Explain the benefit your charity will deliver

Start in ordinary words. Tell us what you want to achieve, who will benefit and how the activities will work. You might be providing education, relieving hardship or supporting people with particular needs. Coddan can help prepare the charitable-purpose and application information included in the service, working from your genuine proposal.

A CIO must have exclusively charitable purposes and meet the public-benefit requirement. Being non-profit, using volunteers or reinvesting income is not enough by itself. The purposes explain why the charity exists; the activities explain how it will carry them out.

For an education charity, for example, describe the intended learners, subjects and delivery arrangements. For a relief charity, explain the need being addressed and how help will reach beneficiaries. These details help us consider whether the proposed wording and application describe the same organisation.

Explain any restrictions on access, fees or benefits for members. A charity can charge for services, but its public-benefit position still needs consideration. An organisation established principally to give private benefits to a closed group should not be described as charitable simply because it has no shareholders.

Tell us how the work will be funded and whether activities will take place overseas or through other organisations. If the first activities depend on a grant, premises or a partner, distinguish what has been agreed from what you hope to arrange. A clear explanation is more useful than promising activities that the trustees cannot yet support.

Coddan can identify information that needs clarification and help organise the explanation within the agreed work. We do not supply invented evidence or replace the trustees’ decisions. The Commission’s charitable-purpose guidance explains the wording, while our CIO service page describes the preparation available.

Choose Foundation or Association membership that fits your charity

The Foundation and Association CIO models provide different membership arrangements. Coddan can discuss the distinction before preparing the constitution, so the rules reflect who should take part in the charity’s important decisions.

A Foundation CIO may fit a charity intended to be governed by its trustee body without a wider voting membership. An Association CIO may suit a charity that wants other members to participate in trustee appointments or constitutional decisions. Choose according to the organisation you intend to operate, rather than treating one model as a premium version of the other.

Tell us who should be eligible to join, how membership should begin and end, and what voting rights you expect. The rules also need to address meetings, notice and the number of people required for a valid decision. We help prepare the corresponding constitutional information within the service agreed.

Members do not own the charity’s assets for personal benefit. In exercising their CIO membership powers, they must act in the way they decide in good faith will best further its purposes. The trustees remain responsible for its management.

Our CIO establishment and registration guide explains the models in more detail. You can discuss the intended membership with Coddan before choosing the registration support.

Prepare a constitution that the trustees can work with

The constitution is the CIO’s governing document. It sets out its charitable purposes and the rules for using its powers, appointing trustees, admitting members and making decisions. Coddan helps prepare the appropriate governing information and constitution within the agreed establishment service.

The Charity Commission provides Foundation and Association model constitutions. A new CIO constitution should follow the appropriate model as closely as its circumstances allow. A suitable model can be a simple, affordable starting point; there is no benefit in adding complicated provisions that your charity does not need.

We consider the model alongside your intended arrangements. The name, purposes, principal-office jurisdiction, first trustees and membership provisions need to agree with the application. If you have already drafted a document, send it to us and explain what the founders have approved.

Income and assets must be applied to the charitable purposes. The constitution restricts personal benefits and deals with remaining assets when the CIO closes. Those assets cannot be divided between members like a private investment. Properly authorised payments and reasonable expenses are considered under the relevant rules.

The constitution also explains the members’ liability if the CIO is wound up. Use the provision appropriate to your document; a CIO does not have company shares or share certificates. Incorporation ordinarily limits personal exposure to the CIO’s obligations, but it does not remove liability for wrongdoing, breach of duty or a personal guarantee.

If you want unusual appointment rights, benefits or constitutional provisions, raise them before approval. Further consideration or specialist advice may be needed. Coddan explains the preparation it can undertake and any additional work to agree. The Commission’s governing-document guidance provides the official starting point.

Put eligible trustees and workable decisions in place

The proposed trustees need to understand and accept their responsibilities before the application is submitted. Coddan helps prepare the required trustee information and declarations within the selected service, while each individual remains responsible for giving accurate information and confirming their eligibility.

A CIO trustee must be at least 16 years old, unless its constitution requires an older age, and must not be disqualified from acting without an applicable waiver. The constitution also determines appointment procedures and the required number of trustees. The Commission’s model CIO constitutions normally specify at least three trustees; check the actual document rather than assume two names will always be sufficient.

Consider whether the group has the time and skills to oversee the proposed work. Trustees must act in the charity’s interests, look after its resources and exercise appropriate care. They can delegate particular tasks, but handing administration to Coddan or another adviser does not transfer their governing responsibilities.

Agree how meetings and decisions will be handled. Notice, voting, the minimum attendance needed and the recording of decisions should follow the constitution. If trustees are in different countries, make sure the meeting arrangements permitted by the document are practical for them.

Raise proposed payments and connected-person arrangements early. Paying someone for serving as a trustee needs proper authority. Payments for other work also have conditions; a general power to employ staff does not settle every trustee-payment question. Reasonable expenses are a separate matter. Do not approve a payment simply because the charity has money available.

Identify conflicts where a trustee has a personal interest or loyalty to another organisation. Manage them under the constitution and charity law, including withdrawing from discussions or decisions where required and recording what happened. Read the Commission’s conflicts guidance and trustee responsibilities guidance.

Convenient online access with people available to help

Coddan welcomes UK and overseas customers. You may be coordinating founders in different places, collecting trustee information around voluntary work or preparing a proposal outside normal office hours. Our 24/7 customer portal access lets customers access their Coddan account at a convenient time.

Online access and human assistance are different things. The team reviews information and responds during working hours. The Charity Commission has its own assessment process and timescales. Using the portal at night does not mean a staff member is reviewing the application then or that the Commission will register the CIO immediately.

Coddan’s Companies House-integrated formation software serves company formations. A CIO follows the Charity Commission registration process. Its application is not a Companies House company submission, and the connection used for companies does not register CIOs. We explain the agreed arrangements for exchanging application information and approving the materials.

Trustees or founders living overseas can discuss the service with us. The CIO must satisfy the England and Wales requirements, including having its principal office in England or Wales. Explain where the charity will be administered and where its activities will take place; international involvement does not remove the charity’s governing and reporting duties.

You may use your own suitable principal-office address. Where needed, Coddan can discuss an appropriate address arrangement and correspondence handling under the selected CIO service. Confirm suitability, access to correspondence and renewal terms before ordering. A CIO principal office has a different function from a company’s Companies House registered office.

Identify someone authorised to coordinate instructions, monitor correspondence and arrange trustee approvals. This makes it easier to resolve questions without asking every trustee to handle the same administrative task. Contact the team if an unusual arrangement cannot be explained clearly in an initial enquiry.

Customer checks and trustee declarations serve different purposes

Coddan needs to know who is instructing it and whether that person has authority to agree the work. We explain the applicable customer checks and information needed for the service, which may include identity or address evidence and details of an existing organisation.

These checks concern Coddan’s acceptance and handling of the instruction. Trustee eligibility and declarations concern the charity application. One does not replace the other. Evidence that identifies an individual does not establish that the person is eligible to serve as a charity trustee.

The Charity Commission requires trustee information and the appropriate declarations. Each proposed trustee should read and complete the current declaration requirements personally, confirming that the information is correct and that they understand the responsibilities. Coddan can help organise the application materials, but cannot make an individual’s declaration for them.

Tell us about disqualification questions, intended personal benefits or connections between trustees before the submission. Where the work involves children or adults at risk, the trustees also need to understand and meet the relevant safeguarding and checking requirements. An identity check is not a substitute for those obligations.

Ordinary CIO registration does not require a Companies House Personal Code. Coddan’s company identity-verification services and ACSP account are separate from the Charity Commission CIO application. You should not commission company verification merely because a proposed trustee is joining a CIO.

Supply personal documents through the method Coddan requests for the agreed work. We explain why information is needed and any outstanding evidence. If an organisation already exists, provide its details and identify who is authorised to instruct us. Our role is to organise the relevant customer and application information without confusing it with the decisions the trustees must make.

Human review, application preparation and agreed submission support

Coddan’s CIO service includes different levels of preparation and registration assistance. The selected order identifies the work: reviewing the information supplied, preparing the appropriate application materials and providing the agreed submission support. More extensive governing-document, trustee or membership preparation is available where covered by the service.

We bring together the proposed name, constitution, purposes, activities, principal office, trustees, membership and funding information. The name needs to be suitable and avoid misleading impressions or confusion. Some sensitive expressions have additional requirements; raising the name early helps identify these before submission.

Supporting evidence should explain your actual organisation. A CIO need not show that its income has reached the registration threshold applying to some other charities. It still needs sufficient information about its intended work, funding and public benefit. Depending on the activities, further explanations or documents may be required.

Our human review can identify missing information or inconsistent arrangements. For example, the application may describe wider voting membership while the constitution uses the Foundation model, or activities may extend beyond the stated purposes. We ask you to clarify the facts and obtain the necessary approvals before the materials are finalised.

When the agreed information is ready, we assist with the submission as instructed. The Charity Commission may ask questions, require changes or seek evidence. Assistance with those responses depends on the accepted service; if the request requires additional work, we explain that before you agree to it.

The Commission decides whether and when to register the CIO. Application preparation, payment for support and submission do not create it. Tell us about a funding deadline early, and keep a nominated contact available for questions. Our registration guide explains the procedure; the Commission’s registration guidance sets out its requirements.

Check existing arrangements and the right jurisdiction before proceeding

This service is for establishing a CIO under the England and Wales system. Scotland has a separate Scottish Charitable Incorporated Organisation (SCIO) system regulated by OSCR. Northern Ireland has its own charity regulator and different structural and registration arrangements. An England and Wales CIO application does not establish a SCIO or complete Northern Ireland charity registration.

Tell Coddan where the charity will be based, even if some beneficiaries or trustees are elsewhere. The location of activities alone does not answer every registration question. If more than one jurisdiction is involved, explain the position before selecting the work.

A CIO can be useful for an incorporated charity that wants its own legal identity without separate Companies House company reporting. A charitable company limited by guarantee may fit where the organisation wants a company-law structure for members and directors. A trust or unincorporated association can be suitable in other circumstances.

If you choose the charitable-company alternative, company incorporation and charity registration are separate stages where applicable. Coddan’s charitable CLG guide and charitable-company registration guide explain those services. Our CLG secretarial services relate to that company route and its company records and filings.

If a charity already exists, send its governing document, registration details and any relevant correspondence. Moving an unincorporated charity’s work to a new CIO may involve asset and liability transfers. A charitable company may have a distinct statutory conversion route. Neither should be assumed to be covered by an ordinary new-CIO instruction.

Similarly, an application already underway may need help with a question rather than a second application. We discuss the current position before agreeing further preparation. Use our charity-structure comparison for the main alternatives and the Commission’s structure-change guidance where an existing charity is involved.

Receive useful documents and put the registered CIO into working order

After successful registration, keep the registered constitution, charity number, registration correspondence and any conditions together. Coddan supplies the electronic registration documentation and initial guidance covered by the selected service. Discuss any additional minutes, record preparation or administrative setup you want before including it in the order.

CIOs must maintain a register of charity trustees. An Association CIO also needs a member register; a Foundation CIO whose members are all trustees can use the trustee register for both purposes. The trustees should also keep decision records, declared interests and financial information. A mailing list or volunteer contact sheet does not replace the formal member register.

Early decisions may include banking authority, spending approval, responsibility for correspondence and how records will be kept. Follow the constitution when taking and recording those decisions. Banking is subject to the bank’s own checks; registration documents do not guarantee an account.

HMRC recognition for charitable tax purposes is separate from CIO registration. The trustees should consider it when seeking Gift Aid or other charitable reliefs. Recognition and each relief have conditions; registration does not make every receipt or purchase tax-free. Ask about any administrative assistance you require, without assuming it is included in CIO registration. Read HMRC recognition guidance.

CIOs must send the Charity Commission an annual return, accounts and trustees’ annual report regardless of income. Annual reporting is normally due within ten months of the financial year end. The appropriate accounts and any independent examination or audit depend on the applicable rules. These are Charity Commission duties, not Companies House accounts or confirmation-statement filings.

Coddan offers annual Charity Commission reporting coordination through the relevant agreed CIO service. This can include coordinating the return, financial information, trustees’ report and correspondence within scope. You can retain your existing accountant; coordination is different from promising accounting preparation, independent examination or audit. See official annual-return guidance and discuss the continuing work you need.

A clear order, a written agreement and support that matches your needs

The accepted order identifies the services and charges. It should distinguish the constitution and registration preparation, submission assistance, any address arrangement and any continuing reporting support you select. You can request help with a particular part of the work without assuming that every additional service is necessary.

A written service agreement is available. Ask Coddan to supply one referencing your accepted order, so the instructing customer, agreed work and charges are recorded clearly. It gives founders and trustees a useful basis for approving the instruction and understanding who will provide the preparation.

Before registration, the proposed CIO does not yet exist as a contracting organisation. Identify the person or existing organisation instructing Coddan and who has authority to approve the work. After registration, agree any continuing instruction with the appropriate authority from the CIO.

A straightforward proposal can use focused, affordable registration assistance. More preparation may be appropriate where purposes, membership or trustee arrangements need further attention. Continuing support is separately agreed unless it is expressly included in the accepted service. We explain the work available rather than ask you to replace professional advisers you already trust.

You do not have to arrive with every legal phrase settled. Bring the facts you know and identify the decisions still outstanding. Coddan can explain the next preparation within its service, with convenient customer access and people to discuss the work.