Companies House is asking more of charitable companies, and it will ask more again in 2028. Trustee identity verification landed in November 2025. Software-only accounts filing arrives in April 2028. If your charity has no trading subsidiary and no secured borrowing, that second regulator is now costing you time it potentially does not repay. Charitable company to CIO conversion is back on trustee agendas. Here is what it gains you, what it costs, and who should leave it alone.

Two Companies House changes are now on your board’s to-do list

Identity verification. From 18 November 2025, identity verification became a legal requirement for company directors and people with significant control under the Economic Crime and Corporate Transparency Act 2023. For a charitable company, that catches every trustee, because trustees are the directors.

Existing trustees verify by the company’s next confirmation statement. New trustees must verify before they are appointed (Companies House guidance).

That last point is the one boards miss. This is not a one-off you complete and forget. Every future trustee appointment now carries a pre-appointment admin step, and boards with regular turnover will do it again and again.

Accounts filing from 1 April 2028. Companies House is withdrawing paper filing and its web filing service for accounts. Accounts must be filed through compliant software in iXBRL format. All companies, including small and micro entities, will have to file a profit and loss account, and the abridged accounts option is removed. The change was originally announced for April 2027 and has been pushed back a year (GOV.UK).

For most charities, the profit and loss requirement changes little, because a Statement of Financial Activities already covers that ground. The software mandate is the real cost. Any charity that self-files through the Companies House web service will need compliant software, someone trained to use it, or an adviser to file for them.

Two regulators, two rulebooks, one charity

A charitable company limited by guarantee answers to the Charity Commission and to Companies House. Two registers, two sets of deadlines, two definitions of a small entity, and two places where a late filing shows up publicly.

For a charity with a trading subsidiary or commercial lending, the Companies House side buys something real. For a grant-funded charity with one bank account and no borrowing, it increasingly does not.

A charitable incorporated organisation, or CIO, is a corporate body created specifically for charities. It gives you limited liability and legal personality in the same way a company does, but it is regulated by the Charity Commission only and does not appear on the Companies House register. One regulator. One annual filing.

What you actually gain from charitable company to CIO conversion

The gains are narrower than the enthusiasm usually suggests.

• One filing, not two. No confirmation statement, no Companies House accounts deadline, no separate register maintenance.
• No trustee identity verification. The Companies House regime does not apply to CIO trustees, so board changes stop carrying that step.
• No 2028 software mandate. You sit outside the iXBRL requirement entirely.
• A constitution refreshed to the current model. Many charitable companies run on articles drafted a decade or more ago.
• A simpler accounts option, for some. See the accounts section below.

What does not change: annual accounts, a trustees’ annual report and an annual return still go to the Charity Commission, and your accounts are still examined or audited on the same basis as before. The workload does not disappear. It halves at best.

What you give up, and who should not convert

Constitutional flexibility. A CIO constitution must follow the Charity Commission model as closely as circumstances allow. Departures are possible but must be justified. If your articles contain hard-won bespoke provisions, expect to defend them.

Secured borrowing. The Charity Commission does not maintain a public register of charges in the way Companies House does, and lenders rely on that register to establish and evidence priority. Guidance also indicates a CIO cannot grant a floating charge over its assets. If you have secured lending, or expect to need it, take legal and lender advice before you go near an application.

Funder and lender consent. Grant agreements, leases and loan facilities routinely require consent for a change of legal form. Read them first.

Anything that verifies your company number. Supplier portals, procurement frameworks and insurance schedules often check against Companies House. Once the company is struck off, those checks fail until each counterparty is updated.

Regulated alterations. Changes to your objects, trustee benefit provisions or dissolution clauses cannot be bundled into the conversion. They need separate Commission consent, before or after. Trying to do both at once is a common cause of delay.

Do not start this yet if you have a trading subsidiary you are about to restructure, secured borrowing in place, a merger or major grant decision in the next twelve months, funder consents you have not asked for, or an unresolved wish to change your objects.

How conversion works, step by step

1. Trustee decision. Board resolves in principle and records why, including alternatives considered.
2. Constitution drafted. Built from the Charity Commission model, with any departures identified and explained.
3. Members’ resolutions. Two are required. Check your articles for the majority and notice needed.
4. Application submitted. Members’ resolutions, the proposed constitution with changes explained, and a completed trustee declaration form (GOV.UK).
5. Commission review. The Commission checks your filing record, trustee eligibility and the name.
6. Registration and strike off. On approval the Commission registers the CIO and notifies Companies House to strike the company off. The charity keeps its name and charity number.

Russell-Cooke reported Commission processing at 16 to 20 weeks for an initial response. Treat that as an indication, not a promise. Variation comes from three things: whether your filings are current, how far your constitution departs from the model, and whether a regulated alteration is tangled up in the application.

What happens to your accounts

This is where conversion has consequences a governance review will not catch.

The entity continues. Statutory conversion preserves the same legal entity. Assets, contracts and liabilities carry across without transfer or reassignment. Your financial year is not broken and comparatives carry forward.

Clear your filing record first. The Commission checks Companies House compliance as part of the application. Overdue company accounts will stall you before anyone reads the constitution.

Receipts and payments may become available. Company law prohibits a charitable company from preparing receipts and payments accounts, whatever its size (GOV.UK CC15d). A CIO is not a company, so a CIO below the income threshold can. From 30 September 2026 that threshold rises from £250,000 to £500,000. For a smaller charity that is a real reduction in preparation work, and the most concrete accounting gain on the list.

Your audit position almost certainly does not change. Audit and independent examination thresholds sit in charity law and apply by income and assets, not legal form. From 30 September 2026 the audit threshold rises from £1m to £1.5m and the qualified examiner threshold from £250,000 to £500,000. Converting does not move you below a threshold. Trustees frequently assume it does.

SORP 2026 applies either way. It applies to accounting periods beginning on or after 1 January 2026. If you prepare accruals accounts, it applies to you as a CIO exactly as it did as a company.

You gain a filing obligation at the bottom end. All CIOs file accounts and an annual return with the Commission regardless of income, within 10 months of the year end. The £25,000 accounts filing threshold used by other charity types does not apply to CIOs. Under £25,000 income, that is a small step up.

Your trading subsidiary stays where it is. It remains a company. It still needs software filing from April 2028, its directors still need identity verification, and it will file a profit and loss account, though Companies House allows a wholly owned subsidiary to withhold it from public inspection.

Then the unglamorous list. Bank mandates, HMRC charities and Gift Aid records, payroll and pension references, Land Registry titles, insurance schedules, and every contract naming the company registration number. Build this into the plan before you apply, not after strike off.

A five-point test for your next board meeting

Score one point for each yes. Five out of five and conversion is usually worth costing. Three or fewer and the case is weak.

Cost it before you commit

Enaid works with charities on both sides of this decision. Our structural review maps your current filing burden against a CIO, models your accounts and examination position under the thresholds that apply to your year end, and gives you a conversion timetable with named responsibilities and a fixed cost. If the answer is stay a company, we will say so and show you the numbers behind it. Two conversations and a written recommendation your board can minute.

Where the decision turns on your governing document, funder agreements or security, take specialist charity legal advice. Our authority here is filing, reporting and accounts.

Frequently asked questions

How long does CIO conversion take?

Russell-Cooke reported Charity Commission processing at 16 to 20 weeks for an initial response, with total elapsed time longer once drafting and members’ resolutions are included. Delays are usually self-inflicted: overdue filings, heavy departures from the model constitution, or a regulated alteration bundled into the same application.

Does converting change our charity number?

No. Statutory conversion preserves the same legal entity, and Charity Commission guidance confirms you should be able to keep your existing name and charity number. Your company registration number ceases to exist once the company is struck off, so anything that references it needs updating.

Do we keep our bank account and contracts?

Yes in law. Assets, contracts and liabilities carry over without transfer, because the entity itself continues. In practice, banks, funders and suppliers will still want written confirmation and updated records. Treat it as an administrative exercise to plan, not a legal risk.

Does a CIO still need an audit?

If it needed one as a company, yes. Audit and independent examination thresholds sit in charity law and apply by income and assets, not legal form. From 30 September 2026 the audit threshold rises from £1m to £1.5m, and that change applies whether you convert or not.

Do we still file at Companies House after converting?

No. The CIO is not on the Companies House register, so there is no confirmation statement, no company accounts filing and no trustee identity verification. A trading subsidiary, if you have one, remains a company and keeps all of those obligations.

Can a CIO convert back to a company?

There is no equivalent statutory route back. Reverting would mean incorporating a new company and transferring the CIO’s assets and undertaking to it, then winding up the CIO. Treat conversion as a one-way decision and take legal advice before committing.