This guide is maintained as a current resource for September 2026 and covers only the laws of England and Wales. Information is for general guidance, not legal advice. Consult a qualified solicitor for advice specific to your situation.
Learn the legal requirements for registering a charitable company in England and Wales, including choosing charitable purposes, trustee duties, governing documents, incorporation at Companies House, Charity Commission registration criteria, and ongoing compliance obligations under charity and company law.
A charitable company is a hybrid legal form combining the governance and regulatory framework of a company with the public‑benefit purposes of a charity. In England and Wales this means the organisation must be both:
- incorporated as a private company limited by guarantee at Companies House, and
- registered as a charity with the Charity Commission for England and Wales to achieve charitable status.
This dual registration means a charitable company is governed by both the Companies Act 2006 and the Charities Act 2011, and must satisfy legal requirements under both company law and charity law.
This guide explains the legal and practical steps required for registration and ongoing compliance.
Understanding Charitable Status and Legal Structure
What Is a Charitable Company?
A charitable company is a non‑profit entity that uses its income and assets exclusively to further charitable purposes. Unlike commercial companies, it cannot distribute profits to members. Most charitable companies are limited by guarantee, meaning members agree to contribute a nominal amount if the company is wound up.
A charity only obtains charitable status once the Charity Commission registers it. Simply incorporating a company limited by guarantee does not make it a charity.
Legal Foundations
- Charities Act 2011: Defines what counts as a charity and establishes the Charity Commission's regulatory powers.
- Companies Act 2006: Governs company incorporation, directors' duties, accounts, and ongoing company obligations.
Core Registration Requirements
Registration requires compliance with both company incorporation and charity registration requirements.
1. Charitable Purposes and Public Benefit
To register as a charity, the organisation must be set up for exclusively charitable purposes as defined by the Charities Act, and must show how its activities deliver public benefit. The Commission assesses whether each stated purpose falls within recognised charitable descriptions and serves the public rather than private interests.
Examples of recognised charitable purposes include the relief of poverty, advancement of education, health, or community development.
2. Choose a Unique Name
- The company name must be unique at Companies House and not conflict with names already on the charity register or Companies House register.
- If the name implies specific activities (e.g. medical services), additional checks or approvals may be required.
3. Recruit Trustees
Trustees govern the charity and are responsible for compliance with both charity law and company law. Trustees often also serve as directors of the company. Key points:
- Trustees must understand their legal duties.
- The governing document should specify how trustees are appointed.
- A charity normally needs at least three trustees to satisfy the Charity Commission's expectations.
4. Draft a Governing Document
For a charitable company, the governing document is the articles of association, which sets out:
- the charity's purpose or objects clause,
- how it will be governed,
- the powers and responsibilities of trustees/directors,
- provisions ensuring non‑profit operation.
Using the Charity Commission's model articles for charities is often recommended to ensure compliance with charity law.
5. Incorporate as a Company Limited by Guarantee
Before applying for charity status, you must incorporate the company at Companies House. Key requirements include:
- Specifying that the company is limited by guarantee (not shares).
- Providing a registered office address in England or Wales.
- Submitting Form IN01 with details of proposed directors (usually the trustees), guarantors, and model articles.
- Paying the Companies House registration fee.
Incorporation gives the entity a separate legal personality, limited liability, and the ability to enter contracts in its own name.
6. Apply to the Charity Commission for Registration
Once incorporated, the company must:
- Complete the online registration for charities via the Charity Commission's application service,
- Provide evidence of its charitable purposes, governing document, and public benefit,
- Demonstrate either an expected annual income of £5,000 or more, or that it is eligible for registration based on structure (e.g. Charitable Incorporated Organisation (CIO) requires registration regardless of income).
As part of the application, trustees must also complete trustee declaration forms confirming they understand their legal responsibilities and are eligible to serve.
Applications are generally assessed by the Commission to ensure the charity meets legal definitions and requirements, and may take weeks to process.
Compliance After Registration
Dual Filing Obligations
Charitable companies must meet:
- Companies House requirements: annual accounts, confirmation statements, and director information.
- Charity Commission requirements: annual returns, charity accounts, and reports demonstrating ongoing public benefit and adherence to charitable purposes.
Failure to comply can lead to regulatory action, fines, or even removal from the charity register.
Trustee Duties and Conduct
Trustees/directors must act in the best interests of the charity, avoid conflicts of interest, and ensure funds are used only for charitable purposes. Charity law sets strict standards for governance and transparency.
Common Questions
Do All Charities Have to Register?
Not all charities must register with the Commission. Exceptions include:
- Excepted charities (certain churches, Scout and Guide groups) with income under a set threshold.
- Exempt charities (many universities and national institutions) regulated by other bodies.
- Smaller unincorporated charities with income under £5,000 are not required to register, though they still must comply with charity law.
Can a Charity Use a Company with Share Capital?
For charitable purposes, companies must be limited by guarantee; charities cannot be structured as companies with share capital.
Key Takeaways
Registering a charitable company in England and Wales requires careful preparation and attention to legal requirements under both charity law and company law. Key steps include defining charitable purposes that satisfy the public benefit test, recruiting trustees, drafting compliant governing documents, incorporating as a company limited by guarantee, and applying to the Charity Commission with supporting evidence. Post‑registration, the entity must comply with both Companies House and Charity Commission reporting obligations. Understanding and planning for these dual obligations helps ensure legal compliance and effective governance of the charity.
