There are some key differences between charitable trusts and incorporated societies. Which entity works best for you will depend on the type and goals of your organisation.

Incorporated society

An incorporated society is a membership-based organisation.

Incorporated societies must be registered under the Incorporated Societies Act 2022 (or under the previous legislation up until 6 April 2026) and exist for a lawful purpose other than making a profit.  This means that the members of the Society cannot make a profit from being members of the Society.  Rather, any profit must go back into the Society or benefit the Society’s purposes.

An incorporated society, once registered, is its own legal entity.  This means that its members and officers can change without having to change the registered ownership of property it holds.  Further, this means that the society is legally liable, rather than its individual members or officers.  An incorporated society must have a minimum of 10 members at all times (members which are organisations are counted as 3 members for reaching that minimum).

Charitable trust

On the other hand, charitable trusts are not made up of members.  Rather, a charitable trust holds funds for a specific charitable purpose.  Charitable trusts also have trustees who control the decisions of the trust.  They must have at least two trustees at any given time.

If the trustees register the trust as a Charitable Trust Board, the Board will also become a separate legal entity which can be held legally liable.  Charitable trusts are governed by the Charitable Trusts Act 1957 and the Trusts Act 2019.

Trustees can be held liable for certain breaches of trust as they have legal duties to the Trust.

Differences

One key difference between these two entities is that a charitable trust is run by its trustees, whereas an incorporated society is controlled by the collective decisions of its members (although decisions may be delegated to the society’s committee which need not contain all members).  An incorporated society therefore acts as more of a democracy in terms of its decision making.

This also means that a charitable trust has more flexibility, as it is easier to make decisions through a small number of trustees than all of a society’s members.  However, the people affected by the decisions of a charitable trust – those who benefit from its charitable purpose/the beneficiaries – cannot have their say like the members of an incorporated society.

An incorporated society’s decision-making process can also take longer than a charitable trust’s as the society must put decisions back to their members before making a final decision.

Neither incorporated societies nor charitable trusts are subject to tax, so long as they have registered with Charities Services to obtain charitable status.

There are some key differences between incorporated societies and charitable trusts.  Which type of entity will work better for you depends on your goals and the numbers of people involved.

If you aren’t sure how to make this decision, it pays to seek advice from a professional with experience in the area.

Leading law firms committed to helping clients cost-effectively will have a range of fixed-price Initial Consultations to suit most people’s needs in quickly learning what their options are.  At Rainey Collins we have an experienced team who can answer your questions and put you on the right track.

Guy Goodwin and Hunter Flanagan-Connors