CIC Directors: Requirements, Pay & Duties
Last updated: January 2026
Quick Answer
A CIC needs at least one director. However, we strongly recommend three directors if you plan to apply for grants — many funders view single-director CICs with suspicion.
Minimum Requirements
Legal minimum
1 director
Recommended
3 directors
Why three directors?
- Demonstrates proper governance to funders
- Required by many grant funders
- Provides oversight and accountability
- Shares the workload and responsibility
- Looks more credible to partners and stakeholders
Who can be a director?
- Must be 16 or over
- Cannot be disqualified from acting as a director
- Cannot be an undischarged bankrupt
- Can be a company (corporate director), but at least one must be a natural person
Can CIC Directors Be Paid?
Yes. Unlike charity trustees, CIC directors can be paid for their work.
This is one of the main advantages of CICs over charities.
Key points about director pay:
- No legal cap on director pay
- Must be "reasonable" for the work done
- Must be disclosed in annual CIC34 report
- Should be agreed by the board (not self-determined)
Directors can receive:
- Salary for full-time or part-time work
- Fees for board duties
- Expense reimbursements
- Payment for other roles within the CIC
Best practice for director pay:
- • Document pay decisions in board minutes
- • Benchmark against similar organisations
- • Ensure it's proportionate to your CIC's resources
- • Be transparent — director pay is public information
Director Duties
CIC directors have the same legal duties as any company director under the Companies Act 2006:
1. Act within powers
Follow your articles of association and act in line with your community purpose.
2. Promote the success of the company
For CICs, this means promoting community benefit, not just profit.
3. Exercise independent judgment
Make your own decisions, don't just follow others blindly.
4. Exercise reasonable care, skill, and diligence
Do the job properly, applying the care expected of someone in your position.
5. Avoid conflicts of interest
Declare any personal interests that might conflict with CIC decisions.
6. Not accept benefits from third parties
Don't take bribes or inducements related to your director role.
7. Declare interest in transactions
If the CIC is doing business with you or your connections, declare it.
- • Personal liability for losses caused to the company
- • Disqualification from being a director
- • Potential criminal prosecution (in serious cases)
Appointing and Removing Directors
Appointing directors
- First directors are named in formation documents
- Subsequent directors appointed per your articles
- Usually by board resolution or member vote
- Must notify Companies House within 14 days (form AP01)
Removing directors
- Process depends on your articles of association
- Usually requires board or member resolution
- Must notify Companies House within 14 days (form TM01)
- Removed directors can still be held liable for actions during their tenure
Resignation
Directors can resign at any time. Resignation should be in writing. The company must file form TM01 with Companies House within 14 days.
Director vs Member: What's the Difference?
People often confuse these roles:
Directors
- • Run the company day-to-day
- • Make operational decisions
- • Have legal duties and liability
- • Can be paid for their work
Members
- • Own the company
- • Vote on major decisions
- • Limited involvement in daily operations
- • Liable only up to guarantee amount (usually £1)
In small CICs, directors are often also members. But they don't have to be — you can have directors who aren't members, and members who aren't directors.
Setting up a CIC?
Make sure you've got your directors sorted. CIC Tools generates all your formation documents including director appointments.