Did I help kill the CIC Regulator?

I'm aware that in some quarters of the social enterprise sector, I have a reputation as being "the CIC killer" - and I've never hidden my confusion about the Community Interest Company form, on the basis of the weight of evidence and research showing that none of the claims made about it seem to actually stack up, and its the only legal form that was created as a direct result of a government policy agenda (in contrast to the wider social economy who, at the time, said that they didn't need any new legal structures).

And as part of this, I've also sought to constructively challenge the CIC Regulator (in the spirit of trying to help build a stronger wider sector through more critical debate) - both through attempts at direct contact and conversation, but more often through various published articles in sector media, public posts, and fact checking that I've shared through this blog (because they've usually not reciprocated my efforts).

So it's with a strange mix of feelings that I read the recent news that the government has decided to wind up the CIC Regulator (and transfer its functions to Companies House) - on that basis, I can't help but wonder how far the CIC form ever had anything that special in it after all, because they've not been able to identity any justifiable reason or benefit to keep them in place?

(Some may recall previous posts I made about the 'unique features' of CICs actually having always been available to any limited Company, and that for 20+ years, Companies House has been enforcing these already and has been continuing to do so; and that I've repeatedly highlighted how the CIC Regulator doesn't seem to be able to discharge its most basic functions...).

So - I once changed CIC legislation, and I now seemed to have helped remove their Regulator. What are the chances of me pulling of a hat-trick on CICs in the years to come..?

  

https://www.gov.uk/government/publications/a-new-approach-to-ensure-regulators-and-regulation-support-growth/new-approach-to-ensure-regulators-and-regulation-support-growth-html

https://www.gov.uk/government/news/proposed-merger-of-cic-regulator-to-companies-house

more awkward moments for CIC Regulator?

OK - so this post is in my bucket of 'more likely to cause upset and controversy', but sometimes you have to be unpopular for the sake of trying to further a debate or conversation, in trying to figure something out for yourself...

I've never hidden my confusion about CICs since they were first mooted by a drunken solicitor, as to what it is that they actually add to the social enterprise sector (there's nothing unique in them that you can't have in any other legal form, they're no more attractive or eligible to apply to grant making bodies than a 'regular' company, and don't enjoy any of the tax breaks that charities do).

But I was always encouraged by the CIC Regulator in its early days - for its being open to engage in critical debate, and willingness to hear and receive arguments that there may be parts of the CIC design which needed to be reviewed.

However, in more recent years, I can't help but start to think that the CIC Regulator is increasingly doing not just itself a disservice, but also the CICs that it oversees, and the wider social enterprise community:

In the past the CIC Regulator has:

• Publicly stated that in order to protect trust in the CIC brand, that it will never disclose or reveal any investigations it opens, or actions it takes, against any CIC (including to the persons who may have initially raised concerns about it with them). But such secrecy surely only builds mistrust, especially as its in complete opposition to the position of every other regulatory body.

• Stated untruths about the general public's relative trust in CICs over Charities.

• Created a governance code for CICs, to help guide and inform Directors of them as to best understanding the legal duties associated with being such, and how to effectively lead a CIC in this capacity - but never told any CIC about it (and it's not even hosted anywhere in their website pages).

• Admitted that there are parts of the CIC legislation that don't make sense, and shouldn't be as they are, but don't have any direct powers to act on this when it's brought to their attention.

And more recently: 

from late 2023 to the present - I've noticed that I'm increasingly meeting more 'new' CICs (registered in last few years) who are missing core details in their registration documents which should have meant that the CIC Regulator automatically rejected their application: 

• they don't have any stated social objects clauses in their Articles; 
• they don't have any statements about how their profits will be used; 
• there's contradictory details about the named recipient in their asset lock.

- These are part of the key features of being a CIC, which are apparently regulated and assured by the CIC Regulator (except they're obviously not).

in 2024 - the BBC exposes a the illegal, unethical, and questionable management practices of a CIC that have been taking place over several years. The feature drew national interest, response, and comment from the Fundraising Regulator, Police, safeguarding bodies, and even the Charity Commission. But there were no responses from the CIC Regulator to any requests made to it for comment (including not even an acknowledgement of the request).

in the spring of 2025 - I've just been approached by a CIC who's annual accounts were accepted by Companies House, but it's taken the CIC Regulator a further 6 weeks to spot and request that they amend the CIC34 part of their return in relation to an oversight on the CICs parts about a note in the accounts. 

But the CIC has fulfilled its filing obligations with Companies House, so is surely legally compliant - its hard to understand how the CIC Regulator would then take nearly another 2 months to check what was submitted: a Regulator is surely supposed to check everything is in order before accepting them as being filed? So if Companies House have already accepted the accounts (which the CIC34 forms part of), then it's hard to see what/how the CIC Regulator can do to enforce getting any such oversights subsequently resolved, as they relate to documents that have already been legally accepted? 

The only resolution I can currently think of to this contradiction is that CICs are subject to even more confusing regulation, which means that even though they've been told by one regulator that they're compliant, another could then overrule that decision - which in this instance would mean that the CIC in question is suddenly and unexpectedly facing backdated fines, prosecution, and being struck off the register by Companies House for not submitting compliant accounts when they were supposed to have (even though they were told they had at the time), because the 2 regulators that CICs are subject to, don't seem to be able to work that well together as we all think they do?

I know many people extoll CICs as a great legal form - and I've always been open to hearing their arguments, experiences, and evidences. On occasion, I've also agreed with them that this legal form really was the best choice for them. But when the regulator of a legal form that was so publicly marred in controversy as it was in the national media last year; and when so many 'advisers' seem to keep reiterating 'truth illusions' about CICs; and that their Regulator seems to be increasingly 'asleep at the wheel', surely only makes us more concerned about how far we can trust and have confidence in any enterprise adopting this status?

But as always, I'm open to people helping me spot what I've otherwise missed, and if the weight of evidence so compels me as it has in the past, to once again change my mind...

  

  

CIC 2.0?

Nearly 20 years ago, the Community Interest Company (CIC) form was introduced to high acclaim and interest for the social economy sector.

Since then, it seems to have struggled to fulfil its potential, based on various datasets which has shown it to: 

• not actually offer any of the unique features it promises; 
• be more reliant on being able to access grants than charities are (despite the fact that nearly all find it highly challenging to be able to apply for/be awarded such funding in the amounts they're seeking); 
• be no more sustainable than private companies;
• and be the most secretive (and therefore least trustworthy) of all the legal form options (with an additional previous post about this here).

And my poking around different data sets in these ways as shared in my blog here, has led me to be invited to write features for both Pioneers Post, and Stir to Action in recent years.

But I've spotted something recently about CICs in the data about them that makes me wonder if we're about to see a change in how this part of the social economy acts.

One of the data sets I regularly look up are those published by the CIC Regulator (along with those published by the regulators of the other legal forms: Companies House, the Charity Commission, and the FCA). And recently, the CIC Regulator has started reporting on how many of the new CICs that are appearing each year aren't 'new', but are actually existing limited companies who have decided to convert to a CIC.

Over the last 2 years, 50% (yes, half!) of all CICs added to the register have come through this route of an existing private company converting to a CIC.

Frustratingly, it's not clear what the motivations are behind these companies wanting to make the shift to gain a legal status that doesn't offer them anything that they couldn't already have otherwise incorporated within their legal form more easily, and which isn't automatically helping them access any new grant funding opportunities.

But these new data points suggest something seismic may be starting to take place amongst the CIC community - without this rise in interest from already established private companies, the growth in CICs would be in single % figures each year (lower than private companies), rather than the current roughly 20% growth. This means that CICs as a whole are likely to be starting to be increasingly influenced by the practices and thinking of previously private companies - rather than the historic basis of wider local communities applying for this form. 

What this means for how CICs will start to be viewed by the wider sector and others remains to be seen, but with a growing number of CICs being registered that don't have their origin story in how this part of the social enterprise sector has worked for the last 20 years, must surely mean that if this trend continues, we may be seeing the start of CIC 2.0?

The blind leading the blind? (is it any wonder people are confused about social enterprise structures when national sector bodies' advice is lacking or wrong..?)

Some of you will know that I seem to have a reputation in relation to legal structures and social enterprise. Based on ongoing research and evidences I try to source about all the claims, experiences, and realities made about them, I:

• get asked to deliver masterclasses for university business schools' MBAs on the subject;
• am the lead adviser in some national bodies' mentoring programmes on the subject;
• 'accidentally' changed CIC legislation so it stopped forcing the governance of social enterprises to act in ways that were contrary to the sectors' values;
• am commissioned to create resources and train sector advisers on the subject;
• have created a simple framework that people say is a great way to help them better approach starting to think through/navigate the options available to them;
• help unpick and restructure social enterprises who realise they've incorporated with the wrong form (which they usually picked on the basis of an 'expert advisors' encouragement); 
• have been subject to personal attacks, and investigations by regulators, because I've spoken out about when research and evidence seems to contradict the policy and direction of some sector bodies'...

But whichever of the above guises I'm working in, people usually have the same starting point of feeling "confused by it all" - and after recently sitting in on a national webinar designed to help social entrepreneurs best think about how they choose a legal form, I'm worried that future social enterprises will be in even bigger messes.

Over the course of about 20 minutes the lead adviser of a national social enterprise sector body revealed that:

1. they were unaware of how many options there currently are that a social enterprise can be created with (14);
2. they didn't understand why Companies limited by guarantee, despite being the most popular choice for social enterprises to always adopt, are able to be recognised as legitimate 'social enterprises' (Companies Act 1986);
3. they weren't able to state what the potential benefits of having exempt charitable status might be if you were a Community Co-operative Society (less tax on trading surpluses, greater ability to apply for grants than a limited company, business rate reliefs); 
4. and that they didn't fully understand what the rules around 'Persons with Significant Control' were, which apply to all companies and CICs, and form part of the legal statutory rules which a social enterprise would have to comply with if they chose this form.

On the basis that you don't know what you don't know, and the questions people brought with them to this session highlighted that the lead adviser's knowledge about the scope, range, and detail of what relates to the subject of legal forms for social enterprises seemed to be more limited that they realised it was, is the sector increasingly becoming "the blind leading the blind"..?

social enterprise legal structures for humans

Some people regard me as an expert authority on legal and governance forms for social enterprise, community businesses, and co-operatives - and while I always encourage people not to trust any guidance I offer them on this topic (because I'm not academically accredited in legal stuff, and more importantly because I'm not the one who's going to be legally responsible for administering the chosen form), people take encouragement from my achievements in changing company law, navigating Society Rules with the FCA, and finding paths through charity legislation.

Over the decades that I've been supporting people understand these choices, I've created a few tools/prompts to help focus discussions and reflections ('CHAMP' and 'Adrian's 4-boxes') - but this post isn't about those tools - instead it's about a 3-part limited youtube series I was invited to be part of the 'main cast' for.

A contact through one of my networks had approached me to ask if I could help them explore and understand what the best legal form for a new social enterprise they were developing might be. And as we talked about how I might offer guidance and assistance, we hit on the idea of making this a 'performance piece' - drawing back the curtain on how people usually go through this process as an encouragement to the wider sector, and also a working out of some of their (and the emerging enterprises') values.

So we scheduled 3 afternoons to talk though approaches to not only understanding why this legal form question is so important to get right, but the different ways we can pick and choose between them, and finally, applying all of this learning in real time/live to their nascent social enterprise.

There's an 'official' long post on LinkedIn by Matthew Bellringer (the contact that sparked this) where you can get the official story of how this series came to be: https://www.linkedin.com/pulse/foundations-thriving-social-enterprise-matthew-bellringer/ but I wanted to take the opportunity to reflect on how I found this process, in it being different to the ways in which I usually offer this type of support - to pull out what surprised me that I hadn't considered before, what was an encouragement in allowing more time and space to explore than is usually available, and some of the things which you don't normally hear or read about in this area.

So - the below points are what I think are useful framing/warm-up for anyone thinking of approaching either choosing or reviewing a legal or structural form for their social enterprise - if you want to know more about them, you'll have to follow the links to youtube and watch all 3 episodes...

- Comparing legal structures to buying second-hand car: you wouldn't buy a car without wanting to know some of its history to assure you that it's been built well, and looked after, so why don't we seek the same assurances when deciding between legal forms?

- The risks of using data that maps legal forms used by social enterprise in helping us choose one for our own: as part of the episodes, we looked at research into how far different legal forms are popular/less popular by the wider social enterprise sector. But as you'll see as you watch this segment, this mapping - as undertaken by national sector bodies, often presents a contradictory picture of findings. As with all research, what you find depends on how you ask the question, and whom you ask it of. And it seems that our sector leaders can sometimes do this in ways that might not seem to be that robust..?  

- None of the existing tools designed to help you plan your social enterprise model (social enterprise canvases, specialist business plan templates, etc) help you relate your ethos and values to the legal form you'll pick. Which seems a bit bonkers, because your chosen legal form is probably one of the best ways you have to make sure said ethos and values can be best protected into the future. That's why I developed my 'CHAMP' framework, which is profiled in detail through these episodes.

- Your legal structure as a social enterprise can influence your credibility to lobby and speak out on social issues. For example, charities and CICs are banned from undertaking political activities: but if we're serious about creating systemic change as a social enterprise, then at some point we have to engage with the policy and law makers (which perversely, our chosen form may actually prevent us from being able to do!).

- The problem with all of the toolkits designed to help making the process of picking a legal form easier is that they assume you understand the jargon, and underlying concepts associated with legal forms and governance. Which most of us don't, which explains why these toolkits are so underutilised by the wider sector.

- There's a confusion about Members, members, and membership, that knots so may people up when approaching social enterprise legal forms: one has legal power over you, one is a supportive friend, and the other is about collective activism that influences your decision making. Can you tell which is which?

- Stickers and badges, or legal power – which would people prefer to have in your social enterprise? And which would you want people to have? (remember that there are wider trends going on in society that means formal membership bodies are generally seeing their numbers start to plateau and decline - people may be more interested in being part of you for specific periods, rather than for life).

- We managed to compress over 400 years of legal structures for social enterprise into just over 10 minutes. A new personal best for me!

- How the regulator for your chosen social enterprise legal form can strengthen others' trust in your venture. None of the toolkits or other materials 'out there' that I come across to help you decide about legal forms ever talk about the regulators: what they can do to you, how they can support and protect you, and how they may influence how others see you. But this is also a far wider issue and problem: I also see it a lot of start-up programmes, where social entrepreneurs are supported and encouraged to start-up and incorporate their ventures, but then given no support in knowing how to 'look after it' with their respective regulator - leading many early stage social enterprises to suffer fines, penalties, and even enforced winding up because no-one explained to them about the regulators... 

- It turns out that knowing how to bake cakes can be very helpful in informing how we approach designing different membership models in social enterprise legal forms.

- Campfire songs can be equally important in the selection of choosing a legal form for a social enterprise.

- and finally - why every social enterprise should be wary of S&M clubs if they’re going to be a CIC.

I've found myself enjoying this process of working with a group to find an answer to a question, and also that it's encouraged us to take more time in how we consider the options and implications - despite doing the whole thing remotely to each other with video calls, etc, it's felt like it's helped to make choosing a legal form a process that's allowed us to be more human. 

Episode 1: what's a social enterprise, and why do I care?  

https://youtu.be/5T7TzanQh0s 

Episode 2: what do social enterprise legal structures mean to me? 

https://youtu.be/EaRRsWPfDK0

Episode 3: social enterprise in the real world. 

https://youtu.be/JmEi3b6f9_g 

is the CIC Regulator deluding itself?

Long-time readers of this blog may have noticed that from time to time I write about Community Interest Companies (the legal form created for social enterprises as part of a wider government policy agenda for the social enterprise sector).

In the past, I've used research and evidence to 'ponder aloud' if CICs are actually

1. more damaging to the wider social enterprise sector, than they are helpful (see here)
2. eroding trust in social enterprises, because of how the CIC Regulator communicates with us all
3. the most unsustainable of legal form for social enterprises  

But in a recent webinar for SocEnt Scotland, I'm wondering how far the CIC Regulator might be beginning to believe the hype about this legal form to the point that they're starting to believe things about them that aren't perhaps that accurate...

When asked as part of an interview and showcasing of the CIC form in the webinar, the Regulator replied that they're highly trusted based on the low numbers of complaints made against them in comparison with other legal forms.

And on the face of it, that's a fair statement to make, assuming that the figures back this up.

So let's see how many people I upset (again) by checking these figures...

I looked at data in the annual report from the CIC Regulator for the year 2020-21, and also for the Charity Commission for the same year (on the basis that charities are the most comparable legal form to CICs in being regulated on social/charitable purposes, having statutory asset locks, etc).

The CIC Regulator shows that of all the CICs registered, they only received complaints against 0.2% of them. Which sounds pretty good, until you realise that that's the same percentage as charities did - so CICs aren't having less complaints made against them if we allow for the difference between the number of charities and number of CICs. Which brings me to the next point I found in these annual reports... 

These regulators' annual reports also show that whilst there's a growth in the number of groups applying to be CICs, people and communities are about 20% more likely to want to register themselves as a charity instead of a CIC. Which would seem to suggest that people trust the charity form over the CIC form to help them achieve their social goals?

So, CIC Regulator - if you're going to make statements about how trust in CICs is better than the other choices out there, please make sure you've checked your sums first?

But, as always, I'm happy to reconsider and review and revisit this idea - I may have missed something in the data from these regulators when I've laid them out side by side, and the CIC Regulator may be privy to other data that's not easily accessible in the public domain? If that's the case, I'd welcome the opportunity to explore this further, and if it transpires I've mis-understood, I'll happily post again with an apology.  After all, one of my professional mantras has always been #ProveMeWrong...

Is the growth in CICs actually damaging the wider social enterprise movement?

Some people may be aware that I've always questioned and challenged the Community Interest Company (CIC) legal form (see previous blog posts here) - largely because I've found that most social enterprises who've incorporated with this form have subsequently learnt that it wasn't actually the 'best fit' for them and their business model, and because what they're usually presented/'sold' as it being, doesn't actually stand up to scrutiny when looked at by evidence and research...

However, there are several social enterprises out there that I've supported to gain this status - I've always seen my role as an adviser to help people make better informed choices, not to tell they what decisions they should be making.

And it's in that vein, that I come to be typing this latest blog - prompted in part by a recent article by Pioneers Post on the 'explosion' of CICs during the pandemic: https://www.pioneerspost.com/news-views/20210825/record-number-of-community-interest-companies-amid-rise-of-grant-funds and CIC regulator wind up extent and causes

My concern about this sudden 'blossoming' of CICs is that rather than being a good thing in showing the growth of social enterprise in general, it may actually be more damaging to the sector in the long run...

Let me walk through through my thinking here, so as to try and help clarify and explain this rather bold assertion - and as always in my blog posts, you can leave comments to refute or challenge any of these:

1) Social Enterprises should be trading businesses, but most CICs aren't

In the absence of an overarching legal definition of what absolutely defines a social enterprise, the sector bodies have reached a consensus on what their defining characteristics should be (interestingly, none of which specify particular legal forms). Front and centre in these is that a social enterprise should be (or be clearly moving towards) generating most of its income from trading activities - but there is no requirement for CICs to need to trade, in order to generate their income or achieve their social mission! 

• when you apply to be a CIC, the application asks "if" you make a profit, not "when" - so the CIC Regulators' assumption is that most CICs' default business model will be that they expect to them lose money each year and/or will be reliant on grant funding to achieve their social purpose (you can't make a profit/surplus from grants);
• according to the CIC Regulator in their own published annual reports, most of the CICs they register will be wound up within 18 months - usually because they were unable to access the grant funding that they thought this legal form would enable then to be awarded.

2) Why are social entrepreneurs being encouraged to set up social enterprises in ways that mean they don't need to trade? 

As this legal form seems to be oft promoted to start-up social enterprises and social entrepreneurs as being the 'best form' for them, but it doesn't actually require them to act in ways that facilitate them to better meet the qualifying criteria of being what they say they want to be - how do we reconcile this apparent contradiction?

3) Are the public now seeing CICs as another form of charity, creating confusion about what social enterprise really 'is'?

If the most feted legal form for social enterprises to adopt therefore doesn't encourage the 'social enterprises' using it to act as social enterprises (with some evidences finding that CICs are actually more reliant on grants than charities are!) - it's going to cause confusion amongst others (who are already confused about what social enterprise is from the lack of a legal definition). If CICs are seen as not trading to achieve their social purpose - how will this not confuse people as to the need for social enterprises to trade: are social enterprises therefore just another type of charity, rather than a revolutionary/innovative/transformative way of doing business?. And this confusion will surely mean its harder to create more consistent messages about what social enterprise is and can do, in order for the sector to realise its full transformative potential.

However, as will all things, there are exceptions to the above - there are social enterprises out there who've never taken a penny in grant funding; who have found clever ways to harness what many feel to be 'too risky' elements of the CIC form with regards to the powers of the CIC Regulator over them; and who are trailblazing for the wider sector as a result.

My interest here isn't to decry this specific legal form wholesale, but rather to try and contribute to a wider ongoing discussion that means as a sector we can be more coherent, and ultimately make it easier to achieve the things we aspire to.

how the law is perversely stopping charities and social enterprises from being able to 'trade they way out' of the crisis (unlike private businesses...)

I blogged recently about why we need to stop using the word 'pivot' - but we should keep encouraging everyone to think about how they might make changes to what they do and how they do it (one thing most people seem to agree on is that whatever world we emerge into from this pandemic, it won't be the one we were in when it started...).

And for private businesses, this is fine - they're designed to be orientated to changing marketplaces, and their legal forms mean that they can diversify (relatively) easily.

But this isn't necessarily the case for charities, and social and community enterprises - many of whom are on the 'second line' behind the NHS in supporting communities and people in need.

Now, just as there have been lobbies on government to widen the eligibility of business support schemes that have been introduced, and to introduce new ones, so there have been attempts to get the State to also develop support packages for social and community businesses to help them get through these crisis months.

But there's something else that this all brings up that no-one seems to be talking about (or maybe doesn't want to, because it's too uncomfortable?) - MANY CHARITIES AND SOCIAL ENTERPRISES ARE NOT ALLOWED BY LAW TO CHANGE HOW THEY TRADE. 

Let me explain: 

- private businesses are usually incorporated with governing documents that say they can trade however they want (as long as it's legal).

- charities have to prove to the Charity Commission when they form, that what they are being set up to do (and how they will achieve this) is in keeping with charity law. And there are clear and strict rules about how they can approach undertaking or developing trading activities within these. Even if they think they will be able to make a change within these, then they need to get the agreement of the Charity Commission first. If they fail on either of these points, then what they're doing will be technically illegal - I don't know of any grant making bodies who would be happy to fund a charity that was doing something illegal. The same also goes for insurance policies: if you needed to make a claim and its discovered that you weren't supposed to be doing that activity because of charity law, then the policy becomes void and the charity is left exposed to its Trustees carrying unlimited personal liability...

- But this doesn't just apply to charities - Community Interest Companies (CICs: the much hyped and promoted legal form for social enterprises) has similar restraints as set out and enforced by the CIC Regulator (albeit with much less clear guidance).

* The Charity Commission shows that there are over 150,000 charities in the UK

* Social Enterprise UK says that of the nearly half a million social enterprises in the UK, nearly 1 in 4 are CICs (so roughly another 170,000)

That means that of the organisations who are stepping up the most in this global emergency to support local communities, roughly 320,000 of them are constrained by law from being able to easily adapt to introduce new trading services or to best respond to meeting the changing needs of people.

And that's why there needs to be more explicit and dedicated support to the sector from the State.

how the CIC Regulator protects people's trust in social enterprises by not telling anyone anything about the complaints or concerns we make to them...

If the title of this post sounds counter-intuitive, that's because I'm still struggling to reconcile the inspiration for it: a statement by the CIC Regulator in their latest annual report about how they strive to help protect the CIC brand:

"our approach is to neither confirm nor deny whether an investigation is taking place...to protect the integrity of the CIC." (p.12)

and if you follow this through to the CIC Regulator's published guidance on making complaints about CICs, you'll find that if you do raise a concern, you'll find that this opaqueness goes ever further in that they won't "publish or tell the complainant about the outcome." (p4)

This seems to be a little odd at best for a number of reasons:

1) all other regulators are usually transparent about investigations they opened and reached a decision on (unless there are over-riding legal reasons or concerns);

2) a 'back of the envelope' study I did into CIC complaints a while ago found that we, the general public, were increasingly raising concerns about them to the Regulator, year on year - and...

3) ...as most complaints received by the Regulator relate to a CICs governance, then why not share some of the details of these with us all, so we can better structure and manage CICs to avoid common pitfalls and mistakes in better protecting the shared brand and respective integrity of the wider CIC community..?

Worryingly, the CIC Regulator also reveals in this latest annual report, that for the first time since CICs were introduced (14 years ago) they've actually acted on a complaint to investigate the affairs of a CIC. (Although they don't disclose any details of this, so we can't learn from other's mistakes in strengthening our own respective understandings and practices).

There's a relationship between trustworthiness and transparency, and if the CIC Regulator isn't being transparent about how they're handling the concerns people are raising about individual CICs, then there's a limit to how far we'll not only be able to feel we can trust them to protect the reputation of the social enterprises they're responsible for, but also how much faith individual CICs will have in them to act with any integrity themselves as their regulator.

All of this isn't meant as another CIC-bashing post (goodness knows, I seem to make enough of those already!), but part of my questioning aloud about some of the wider practices in the social enterprise sector that more of us should surely be aware of and asking about, if we're to make sure that as a movement, we're as credible and impact-ful as we have the potential to be.

But, all in all, I'm reminded of a post I made about the CIC Regulator a few years back, wondering aloud why it was that they were giving away so many free branded air fresheners...

and the least sustainable legal form of social enterprise is...

Anyone who's ever asked me for (professional) advice or guidance will know that I always try refer to what published research has to say about your question - I'd much rather offer option and direction on the basis of objective evidenced knowledge, rather than any personal preference or other bias.

And many know that I also seem to be able to make sense of all the options around legal forms for social enterprises here in the UK (at my last count, 14 options that fall under 7 regulatory bodies depending on which you pick) - something which has led me to be invited to develop and deliver training courses throughout the wider sector, be interviewed for webinars, and also offer some of my famous beer/cake mentoring in relation to as well...

Historically, when helping people navigate these choices as to their legal form, I've always referred to the legal powers of the respective regulators, what published research shows about their apparent success in being awarded grants, and their relative 'popularity' based on sector mapping studies.

But today I add another dimension to this referencing and research about social enterprise legal forms - how they affect your future financial performance!

Given the complexities around understanding and mapping the wider world of social enterprise, there's scant research or monitoring around how any enterprises' chosen legal form may impact on its future potential for success in financial terms - and while there are lots of other contributory factors which means that we can never look at the legal form as the sole indicator of this performance outcome, I felt it might be useful to take an initial look at what the studies that are starting to be published might be suggesting.

To this end, I'm indebted to Power to Change's research team, who have started to track and publish bench-marking data for social and community enterprises around a number of themes, but also a couple of other bodies too. There's not many sector mapping studies that look at the performance of an enterprise correlated to its legal form, but the initial ones I've been able to draw on are:

• Follow the Money (2017), Power to Change
• CIC 10 year survey (2016), CIC Association
• Open source economic data set (2017), Co-operatives UK
• Charity Register Statistics (2017), Charity Commission

And yes, the data from these will be subjective - for example, Power to Change will only be reporting on data from social/community enterprises that it has directly engaged with and supported; but as I said already, this is a first go at seeing what might be gleaned and identified from cross-referencing what these studies and mappings appear to be finding.

And what they seem to show is:

1. Charities are consistently the best performing legal structures with average turnovers having the least variance of all legal forms between the different studies (£450k - £650k); they also seem to generate the highest profit ratios from trading activities (averaging 11%)
2. Companies limited by guarantee have the lowest reliance on grant funding (averaging 48%), but also a lower profit ratio of 4% of income
3. Co-op Societies seem to struggle to generate profits (2% of turnover), but in having the largest average turnover of all the legal forms (£7.2m), this equates to far larger cash amounts than the other options do

The biggest surprises though, come in relation to CICs - the Power to Change study shows them to have an average turnover of nearly £2m, but the CIC Associations own mapping found the vast majority generate less than £10,000 a year. This clearly shows that there's HUGE variances between individual CICs that are trading: there are a few 'unicorns' out there, but most are 'zombies'. 

And I use the phrase 'trading' loosely, as these various studies also highlight that CICs are the most grant reliant and dependant of all the legal forms (58% of all income is grants - for comparison, it's 53% for charities; and grants are used as the main route by the majority of CICs for raising any investment). Worryingly, they are also the only legal form whose average enterprise seems to be generating a loss - Power to Change's mapping found that the average CIC makes a loss every year of -1.5% against its income...

I've blogged before about how the 'honeymoon' for CICs may be waning, so does this add further weight to my concerns about the viability of this legal form to best enable social entrepreneurs to achieve their vision? (especially when 1/3 of all CICs also report that this legal form has been a hindrance to them doing so...).

I don't know, and I don't think that this quick snapshot across a handful of others' published data can offer any real answers. But what it hopefully does is to help further add to our knowledge about the best routes through which social enterprises can best realise and fulfil their potential. Hopefully it will also generate more and more useful questions for those undertaking future studies into this wider sector.

does pursuing social investment reveal a weaking social enterprise sector?

As some of you will know, I'm an approved provider for various enterprise support programmes, one of which is Big Potential - funded development support for social enterprises to better explore, and develop their businesses cases to pursue, social investment.

There are various aspects of this programme that continue to impress me, some of which I've written about before, but one that I keep coming back to is its transparency and openness about its data. It's committed to undertaking an annual evaluation of both its performance, and the profiling of enterprises whom it engages with. (It's also started to publish performance data about how well us approved providers are doing as well...)

Last year, I blogged about the first of these published reports, seeking to better understand what it's data might tell us if we compared it to 'typical' social enterprises (spoiler alert: Big Potential seems to be attracting social enterprises who are younger, more ambitious for growth, and more locally rooted than your typical social enterprise). But this years' data gives us a bit more to consider as we can now start to compare year on year data - and my cursory analysis of the data tables while on the train seem to suggest that while Big Potential may either be getting more generous in awarding support or the sector is getting better at targeting whom it should support for support, (there's an increase in initial enquiries from social enterprises who go on to be awarded a development grant: 2.16% vs 0.6%), there are signs that the wider social enterprise sector may be weakening:

1. enterprises being supported typically have a turnover that's 7% less than last year
2. typical net profits have fallen from nearly £18,000 to £3,000 (equivalent to net profit margins falling from 6% of turnover to 1%)
3. assets held by enterprises are roughly half of what they would have been expected to be in the previous year
4. the self-reported standards of current social impact reporting, and assurances over data used within it, by applying social enterprises has fallen by 9% compared to the previous year
5. the overall average investment readiness score of applying social enterprises has fallen from 59.3% to 48.7%
6. and there have been increases in the incidences of poor governance, and poor financial performance on the part of social enterprises being the reason as to why Big Potential hasn't feel able to award support to them

All of this would also seem to reflect a wider narrative and sense of 'struggling' amongst charities and community groups in light of prolonged austerity and recessions...

But... there are also signs that the Big Potential programme is doing what it set out to do - as well as supported social enterprises securing around £3/4m in investment of different types, they are also reporting increases in turnover in the region of nearly £100,000. However, most of this increase seems to be from growing existing services, rather than entering new marketplaces, and the sample on which this part of the data is based is so small - 4% of enterprises supported, it can only be taken as highly anecdotal at best?

For those of us so inclined, there are also some other findings in the data of interest:

• ventures are less likely to be hyper-local than they were previously
• social enterprises are more likely to be structured as 'straightforward' companies limited by guarantee, than CICs (a sign perhaps that CICs are starting to loose some of their initial appeal?)

But these are only my initial playing with the tables in the report while on the train heading out of London this evening - as with my previous initial analyses of evaluation reports like these, I hope others in the sector will pick these up and explore them further, and in doing so, help us all to better understand this sector, and how we might best continue to support it in the future.

latest research suggests CICs are still trying to make their way in the wider world of social enterprise

So - as some of you know, I can be a bit of an anorak when it comes to sector governance, and statistics. Not just because my brain seems to enjoy doing it, but because I think that sometimes it's hard for us to get a proper understanding about what's really going on in our sector unless someone looks at published data afresh and offers an alternate view. (David Floyd and Nick Temple are both great at this, and also much more thorough too - I tend to look at headlines only here on my blog)

Anyway - every so often, someone publishes a survey about their part of the sector, and inevitably they never benchmark their charts against other peoples findings... This makes it hard to understand what might be really going on in the context of the 'bigger picture', and therefore how we can best support and celebrate each other.

So in spare half hours, I try and find a comparison against which to try and make sense of such published surveys.  Last time I did this was on the Big Potential programme from the Social Investment Business. Comparing their report of social ventures supported against the wider sector suggests that they've been very successful in engaging a 'new breed' of social enterprise.

But this time I'm interested in CICs, because the CIC Association has recently collated and published its 10 year survey of this form of social enterprise. Now, I want to be very open and honest here in that I've never been completely sold on the idea of this legal form for various reasons, but I've always been open as to why, and also supported some clients to gain this legal form (see other posts here tagged with 'CIC' for more).

The CIC Association survey contains lots of charts and headlines, and in trying to make sense of if these show this type of social enterprise to be in 'good health' or 'having some cause for concern' I've compared it to the wider Social Enterprise UK 'state of the sector' report.

But - a few words of caution before proceeding further:

1) the CIC survey was published in spring 2016, and the SEUK survey in autumn 2015 so there's bound to be a little 'drift' in the sector over that year

2) the CIC survey is concerned with CICs only; the SEUK report includes CICs as part of the wider response base, so there's also some variance and risk of some 'double counting'

However, for my own purposes and interests in trying to stimulate some wider discussion, I'm not too hung up on such technical variances as I think the 'broad brush' comparisons are what are interesting:

• CICs are more likely to be trading directly with the public (75%) than other forms of social enterprise (30%)
• CICs are more likely to fail in their applications for finance (43%) than other forms of social enterprise (20%)
• CICs are more reliant on grants - 25% have them as their main income compared to 11% of other forms of social enterprise
• CICs are likely to be smaller than other forms of social enterprise - most have turnovers under £10,000 compared to in excess of £50,000
• CICs are more likely to be structured to have share capital (private ownership) than other forms of social enterprise (34% vs 11%)

• Both CICs and other forms of social enterprise prefer grants as the preferred option for financing growth
• Both CICs and other forms of social enterprise are likely to be micro enterprises (less than 10 employees)
• Both CICs and other forms of social enterprise are growing year on year in similar ways (60% and 52% respectively)

So there's potentially some clear markers here that make CIC very different to their wider family of social enterprises (more public facing, more open to having private ownership), but also a lot of common ground too (size, growth, and preference for grants to support growth).

However, might there also be some contradictions emerging within this latest survey of CICs too? Potentially they could be seen as a weaker form compared to their 'cousins' in the wider sector, based on their being:

- more likely to be reliant on grants,

- seen as a riskier proposition by investors (based on the extent that they're able to access finance applied for),

- more likely to be marginal businesses (based on most having turnovers below what the average salary in the UK currently is..,)

- that 28% of CICs saying that this form has not had a positive effect on their business.

But its still relatively early days for CICs: while their 'honeymoon' period looks like it might be starting to wane, other forms of Social Enterprise have been around for a few hundred years longer, so investors and funders are probably still getting to grips with the CIC form.

And as I caveated earlier, the above are very much 'broad brush' findings that I've drawn out in a half hour over a cuppa.

However, my hope is that this will help to contribute to the wider discussion, debate, and further analysis. The aim of which should be to help us to better understand how to best support and encourage this (and other) form of social enterprise, so that they can realise their full potential. And in doing so, help bring about a slightly shinier, fluffier, and groovier world for all of us to enjoy.

is the honeymoon for CICs over?

I’ll begin by outing myself (again) on the subject of Community Interest Companies (CICs) – I’ve personally never been a big fan of them for all sorts of reasons that include:

• their not offering any features that are truly unique,
• are generally not advantageous in securing income,
• usually allow very weak governance to emerge,
• offer little security for their Members and Directors in light of their regulators’ powers to overrule them...

(all of which are detailed in previous blog posts), BUT I have supported some clients to gain this ‘hallowed status’ and am always pleased (really!) when an enterprise proves me wrong on why it’s the best form for them to adopt.

However, I’m wondering of the wider world may be catching up with me now in light of trending data published by the CIC Regulator themselves that suggests CICs may be increasingly seen as a ‘bad apple’ by those who set them up, and those they engage with...

You see, I’m a geek in oh, so many things, but particularly in the governance of organisations of all types, and as a result, find the annual reports from regulatory bodies fascinating reading. And despite my personal misgivings about the CIC form, I’ve always said that the CIC Regulator published perhaps the best designed and most accessible annual report of all the regulators. And this year I decided to dig into some of the stats they publish in a little more detail –

I looked at the period 2011/12 to 2013/14 (3 years) to see what trends there might be amongst CICs that are emerging and it’s not an encouraging picture:

• as context, over the last 3 years, the total numbers of CICs have increased by 44%;
• but last year, over 10% of all CICs on the register were wound up – a figure that’s also growing year on year (and has floated around the 9% mark in previous years);
• and the biggest reason (70%) for CICs being wound up is that they’ve been struck off the public register by Companies House for failing to meet their associated statutory legal duties! - which amongst other things means that the Directors of them may subsequently face difficulties with being able to act as Directors or Trustees of other organisations as well as against their own personal credit ratings;
• and the number of formal complaints being made about CICs to the CIC regulator has also been doubling year on year as a proportion of all CICs on the register

So – is all well in the land of CICs? More are currently registered every year than are being wound up, but the trends in each suggest that most CICs currently don’t make it past 5 years. And with a growing trend of CICs failing to fulfil their basic statutory legal responsibilities, it’s perhaps illustrative that many are adopting this legal form on the basis of poorly informed advice and guidance. It also perhaps suggests that CICs are approaching a plateau in terms of their prevalence, and are not in fact the ‘magic bullet’ to solving the sectors’ woes and concerns that many have presented them as being? (but as with all things, I’m open to being proved wrong of this...) 

UPDATE - 6th Nov
after sharing a link to this post with the CIC Association, there's been a clear response offered against my closing invitation to 'be proved wrong about this': http://cicassoc.ning.com/profiles/status/show?id=2691611%3AStatus%3A72861

why I helped to kill a C.I.C.

I've never made a secret of my personal views about the Community Interest Company legal form that was designed by the government to better support and encourage social enterprises - but I've also always been clear that if there's a clear advantage that it can offer to an enterprise based on their specific circumstances, then I'm happy to throw my weight behind them in making sure that they gain this status.

Over the years I've been asked on numerous occasions by CIC's how they might 'un-become' a CIC after its become apparent that they've incorporated with this form on the basis of poor or mis-informed advice. All have then come to realise that the hassle and implications to undoing this form outweigh the cost of their carrying on with it. All, that is, until recently when I was invited to formally meet with the Directors of a CIC to help them decide if they should dissolve it, after they felt that this status was hindering more that helping them.

It transpired that winding up the CIC was the best thing they could do - because having this status was actually damaging their potential to achieve their social goals: 

- partner organisations (including some statutory agencies) just didn't 'get it' so they were wasting time regularly educating different people in the same organisations as to what it meant to be a CIC, 

- the investors they were targeting didn't want to get involved because of the statutory caps that would limit their return to below market rates, 

- through customer dialogue it had been identified that all the contracts that they were winning were on the basis of the quality of their service and had nothing to do with their legal status or identity as a social enterprise,

- and perhaps most dangerous of all, there was a culture emerging of 'just doing enough' rather than striving for excellence as owing to those statutory caps and the asset lock, staff didn't feel motivated to take risks or put in the extra effort that can make or break a growing enterprise as there was no mechanism that would allow their 'sweat equity' to be rewarded at at future date...

So - the papers have now been signed and the process of dissolution is formally in motion. By the end of the month there'll be one less CIC on the register.

But why share this story of apparent failure in the otherwise rosy world of social enterprise? Because sometimes things go wrong because we're offered bad advice and guidance and don't always know how to spot it; because legal forms can sometimes put the success of an enterprise at risk through no fault of its own; but mainly because sometimes we need to be told its OK to feel that what everyone else is raving about as being brilliant isn't working for you.

It's great to be proved wrong (really!)

I offer support to social enterprises through a variety of means – one of which is as a mentor through the Unltd Connect programme.

Recently I was 'paired' with One&Other, a new media enterprise in York that’s seeking to use news channels and digital publishing to share good news and build communities rather than simply 'telling tales' to make money.

They've already attracted a lot of initial interest from within this industry, and one of the topics that I wanted to explore with them (as well as everything on their 'wish list') was that of their legal form – they incorporated as a CIC and I wanted to explore with them why they'd chosen this structure given my experience of this form: briefly, I'm skeptical of the tangible benefits that being a CIC might offer based on published research and my own experiences, but am always open to being proved wrong about that.

I think it’s important that I remain open in this way, seeking opportunities to be proved wrong in my understanding and stance on all sorts of issues, because if I don't I risk become an entrenched cynic and it also offers me new opportunities to further enhance my own knowledge which can surely only be a good thing for everyone?

Anyway – their experience of being a CIC is fantastic! It's allowing them to achieve one of their principle aims: creating opportunities and generating invitations for them to explain and explore what social enterprise is within an industry that's largely unaware of it and the potential it can offer, because when they meet people as say 'we're a CIC' people are invariably asking 'what's that then?'

So thank you One&Other for proving me wrong – I hope to be able to return the favour someday ;-)