Process 4:

Moving from a CIC to a Company

A Community Interest Company (CIC) is already a registered company, but you might want to change to a company limited by guarantee to be able to register the company as a charity with OSCR as well.  

Note: Company law does not allow a company limited by guarantee to convert to a company limited by shares or vice versa. So, a CIC which is limited by shares can’t convert to a charitable company limited by guarantee. 

The process to change a CIC to a company limited by guarantee is: 

• Step 1: prepare a special resolution to convert from a CIC to a charitable company. The CIC Regulator has a model resolution which can be used. 

• Step 2: change your articles of association, following the procedure in your current articles of association. Please see the First Steps section for more detail about the clauses which allow decision making by members. 

• Step 3: you will also need to have a statement from OSCR that if the proposed changes take effect the company will be entered into the Scottish Charity Register so you will need to send the new articles of association to OSCR for this purpose.