How Many Directors Does a CIC Need?

• A private company, including a CIC, must have at least one director.
• At least one director must be a natural person, not another company.
• Directors must be 16 or over, not disqualified and not undischarged bankrupts.
• Since 18 November 2025, directors must verify their identity with Companies House.

Everything beyond that is governance advice. When you read that a CIC “needs three directors”, it is describing what funders like to see, not what the law requires. For duties and pay see our CIC directors guide.

Quorum, and the sole director

A quorum is the minimum number of directors who must take part for a board decision to count. The model articles for a company limited by guarantee set it at two. They also say that where a company has only one director, and the articles do not require more, that director may take decisions “without regard to any of the provisions of the articles relating to directors' decision-making”.

Independence

There is no legal rule that CIC directors must be unrelated. Funders, though, want to see that no one person or family controls the money. Some ask that not all board members are related, or that signatories are unconnected; check the funder's own criteria before you apply. A board that can outvote its founder is easier to fund than one that cannot. See our guide to CIC funding.

Skills to look for

• Someone who understands the community you serve.
• Someone comfortable with money: budgets, accounts, the annual return.
• Someone who can challenge the founder constructively.

1. Check your articles for how directors are appointed, usually by board resolution.
2. Ask the person to confirm they are eligible and willing to act.
3. They verify their identity with Companies House and get a personal code.
4. Pass the resolution and minute it.
5. File form AP01 online within 14 days, including the personal code.
6. If the new director gets more than 25% of the voting rights or other significant control, update your PSC information within 14 days too.

The easy route is resignation: the director resigns in writing and the company files TM01 within 14 days. If they will not go, members can remove them under section 168 of the Companies Act 2006, whatever the articles say.

1. A member gives the company special notice of the resolution at least 28 days before the meeting.
2. The company tells the director, who may make written representations and speak at the meeting.
3. Members pass an ordinary resolution (a simple majority) at a general meeting.
4. The company files TM01 within 14 days.

A company must always keep at least one director. If the person leaving is the only director, appoint a replacement first.

• Identity verification became a legal requirement on 18 November 2025.
• New directors verify before they are appointed and their personal code goes on the AP01.
• Existing directors provide their personal code with the company's next confirmation statement.
• In most cases you verify once; the code is personal to you and covers every company you are involved with.
• Verification through GOV.UK One Login is free. An authorised agent may charge.

• Treating “three directors” as law. It is a funder preference. Fill seats with people who will turn up, not names on paper.
• Appointing people who never attend. Absent directors still carry the legal duties and make quorum harder.
• Forgetting the Companies House filing. AP01 and TM01 are due within 14 days.
• Not updating PSC information when a change in directors shifts control.
• No written decisions. Minutes protect a sole director as much as a board.