CIC Directors: Requirements, Pay & Duties

Why more than one?

• It shows funders that decisions are made by a group, which matters for CIC grant applications. Some funders set a minimum number of unconnected board members as a condition of their grants. Check each funder's own criteria rather than assuming one figure.
• It provides oversight and shares the workload.
• It avoids the company being unable to act if one person is unavailable.

None of this is law. The Companies Act only requires one director. For help deciding, see our guide to choosing a director structure.

• Aged 16 or over.
• Not disqualified from acting as a director.
• Not an undischarged bankrupt.
• At least one director must be a natural person, not another company.
• Since 18 November 2025, new directors must verify their identity with Companies House before they can be appointed. It is free through GOV.UK One Login; an authorised agent may charge.

• No fixed legal cap. Pay must be reasonable for the work and affordable for the CIC. Paying directors more than they are worth to the company can breach the asset lock.
• Disclosed publicly. Directors' remuneration is reported in the annual CIC34 report, which goes on the public register.
• Agreed properly. Follow your articles: usually a board decision recorded in the minutes, with the director concerned not voting on their own pay.
• Open to challenge. The Regulator, or the members, may act if pay looks too high.

Directors can receive a salary for a delivery role, fees for their work as directors, and reimbursement of expenses. This is one of the main differences between a CIC and a charity.

CIC directors have the same general duties as any company director, set out in sections 171 to 177 of the Companies Act 2006.

Appointing

• The first directors are named in your formation application.
• Later directors are appointed as your articles say, usually by board resolution or a members' vote.
• The new director verifies their identity with Companies House and consents to act.
• Tell Companies House within 14 days using form AP01, which now needs the director's personal code.

Removing

• The process depends on your articles; usually a board or members' resolution.
• If a director will not resign, members can remove them under section 168 of the Companies Act: special notice of at least 28 days, a general meeting, and an ordinary resolution.
• Tell Companies House within 14 days using form TM01.
• A director who leaves can still be held liable for what happened while they were in office.

Resigning

Directors can resign at any time, in writing. The company files TM01 within 14 days. A company must always have at least one director, so a sole director should appoint a replacement first.

In small CICs the directors are usually also the members, but they do not have to be. A member with more than 25% of the voting rights is a person with significant control and is named on the public register in that capacity.