CIC Directors: Requirements, Pay & Duties
Last updated: March 2026
Written by Ben Ahern, Founder of CIC Tools & Co-founder of Homeless Aid UK CIC
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 — essential for CIC grant applications
- Required by many grant funders including National Lottery Community Fund
- 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. For a detailed breakdown of payment methods, see our guide to CIC director pay.
Key points about director pay:
- No legal cap on director pay
- Must be "reasonable" for the work done
- Must be disclosed in the 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:
The 7 Legal Duties of a CIC Director
Companies Act 2006, Sections 171-177
Act within powers
Follow your articles and community purpose
Promote success
For community benefit, not just profit
Independent judgment
Make your own informed decisions
Reasonable care
Do the job properly and diligently
Avoid conflicts
Declare personal interests
No third-party benefits
Don't accept bribes or inducements
Declare interests
In any CIC transactions involving you
- • 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:
Director vs Member at a Glance
In most small CICs, directors are also members
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.
About the author
Ben Ahern is the founder of CIC Tools and co-founder of Homeless Aid UK CIC. As a CIC director himself, Ben has first-hand experience of director duties, board governance, and the practical realities of running a community interest company. He built CIC Tools to help other CIC founders navigate these responsibilities.
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