Governance · Structure

What is a CIC (community interest company)?

A CIC is a limited company with a permanent asset lock and its own regulator. More than 37,000 UK social enterprises use it because it can trade like a business while its assets and profits stay committed to its community purpose.

Published by ·Last updated 24 September 2026·9 min read

What a CIC actually is

Community Interest Companies were created by the Companies (Audit, Investigations and Community Enterprise) Act 2004 and the Community Interest Company Regulations 2005 (as amended in 2014). The form was designed to fill the gap between “ordinary company” and “charity” — to give social enterprises a vehicle that could trade freely, pay staff and directors, and (in the shares model) attract investment, while keeping assets and most profits committed to the community purpose.

Adoption has been substantial. As of March 2025 there were 37,081 registered CICsin the UK, with over 7,200 new registrations in 2023–24 alone. The form is now the second-most common “mission-locked” legal vehicle in the UK after registered charities.

The two flavours

 CIC limited by guaranteeCIC limited by shares
Members' stakeGuarantee a nominal sum on dissolution (typically £1)Hold paid-up shares
Can issue shares?NoYes
DividendsN/ACapped at 35% of distributable profits; 20% performance-related interest cap on debt
Common useCommunity-owned, member-controlled, no investor capitalWhere investment is needed and a modest financial return matters to investors

Most new CICs are limited by guarantee. The shares model is for cases where you genuinely intend to raise equity from mission-aligned investors who accept the dividend cap.

Setting one up

CIC incorporation is Companies House incorporation plus one extra document.

  1. Draft the articles of association using a CIC-compliant template. The Office of the Regulator of CICs publishes a model. The articles must include all the statutory clauses shown in the model, including the asset lock; the Regulator rejects applications where any are missing.
  2. Prepare the CIC36 community interest statement. A short narrative — typically 1 to 2 pages — that explains what community the CIC will serve, what specific activities it will undertake, and how those activities benefit the community. This is what the CIC Regulator actually reads. An application can be rejected if the community interest statement is too vague (“helping local people”) or names benefits that don't flow to a section of the community wider than the directors and their connections.
  3. Incorporate at Companies House with the IN01 form, articles and CIC36, paying the combined fee.
  4. Wait for the CIC Regulator to test the community interest statement. If satisfied, the Regulator authorises Companies House to register the company.

Fees (from 1 February 2026):

  • Registering a CIC at Companies House: £115 online or £139 on paper
  • The fee is paid with the incorporation application and CIC36 statement; the Companies House fee schedule lists no separate CIC36 fee
  • An ordinary company costs £100 to incorporate online, so the CIC route costs £15 more

Setup time: typically 2–6 weeks. Complex or borderline community interest cases can extend further.

The asset lock

The asset lock is what makes a CIC a CIC. It does two things:

  • Restricts transfers of assets below market value except to an asset-locked body (another CIC, a charity, or a community benefit society with a statutory asset lock) named in the articles or approved by the Regulator, or to benefit the community the CIC was set up to serve.
  • Locks the destination of net assets on dissolution. On winding up, any surplus must transfer to another asset-locked body — never to members or directors.

The asset lock is permanent and irreversible. A CIC cannot vote itself out of CIC status and back into being an ordinary commercial company. The only exits are conversion to a charity (usually via the CIO conversion route — see converting a CIC to a CIO), conversion to a community benefit society with a statutory asset lock, or dissolution with assets passing to another asset-locked body.

The dividend cap (CIC limited by shares)

A CIC limited by shares can pay dividends, but the regulator caps them. The cap as it currently stands (after the 2014 simplification):

  • Aggregate dividend cap: 35% of distributable profits in any one year.
  • There is no carry-forward of unused dividend capacity. The regulation that allowed it was revoked from 1 October 2014.
  • Performance-related interest cap: 20%on loans where the interest rate depends on the CIC's performance (e.g. profit-linked loan notes).

The earlier per-share dividend cap was removed on 1 October 2014, together with the carry-forward rule that went with it. The aggregate-profits cap is the only restriction now in force on dividend amounts.

The annual CIC34 report

Every CIC files an annual CIC34 community interest report with its accounts at Companies House. The fee is £15. The report must describe:

  • How the CIC's activities benefited the community;
  • Consultation with stakeholders the CIC affects;
  • Directors' remuneration;
  • Any dividends declared and any transfers of assets other than for full market value.

The CIC34 is short — usually 2 to 4 pages — but it is the key document the Regulator uses to monitor whether a CIC is still doing what its CIC36 said it would. Vague, recycled CIC34s draw scrutiny.

Tax treatment

CICs pay corporation tax at standard rates — 19% on profits up to £50,000, 25% on profits above £250,000, with marginal relief between (the small-profits and main rates for the financial years starting 1 April 2025 and 1 April 2026).

CICs are not entitled to:

  • Gift aid on donations received (only registered charities and CASCs qualify)
  • The 80% mandatory business-rates relief that charities enjoy
  • SDLT charity relief on premises acquisitions
  • The charity-specific VAT reliefs and zero-ratings
  • Charity-restricted grant funding (varies by funder; many trust and foundation funders are charity-only)

Discretionary business-rates relief from the local authority is available in principle but in practice often refused or reduced. Don't plan a CIC's premises strategy assuming rates relief.

ECCTA — identity verification and fraud

CICs are Companies Act companies and fall fully within the Economic Crime and Corporate Transparency Act 2023:

  • Identity verificationvia GOV.UK One Login or an Authorised Corporate Service Provider has been mandatory for new directors and persons with significant control since 18 November 2025. Existing directors confirm their verification with the company's next confirmation statement, during a 12-month transition period.
  • Failure to prevent fraud(ECCTA s.199) applies to “large organisations” — turnover over £36m, balance sheet over £18m, or more than 250 staff (two of three). Almost no community CICs hit this threshold.

CIO trustees, by contrast, are not on the Companies House register at all and the ECCTA verification regime doesn't apply to them. This is one of the reasons some CICs are now actively considering conversion to CIO.

When the CIC form is the right call

  • Your social purpose is community benefit but not strictly charitable in law.
  • You want to trade commercially as the main activity (café, shop, consultancy, training, energy, broadband) and would breach the charity small-trading exemption.
  • You want to pay directors at market rates without seeking regulator authorisation.
  • You want to raise share capital from mission-aligned investors who are content with the dividend cap.
  • You expect to need light-touch governance flexibility rather than the Charity Commission's regulated-alterations regime.

When the CIC form is the wrong call

  • Your purposes are exclusively charitable, your funding will be mostly grants, and you want gift aid and 80% mandatory rates relief. A CIO is materially cheaper to run.
  • You want to raise community shares from a wide group of local supporters. A Community Benefit Society (BenCom) is designed for this; CICs limited by shares are not.
  • You only need a vehicle for a short project. A simple unincorporated association is enough and has no exit costs.
  • You want flexibility to wind the company up and distribute the proceeds to members. The asset lock prevents this — permanently.

Frequently asked

Can I convert my CIC back to an ordinary limited company?

No. The CIC asset lock is permanent and irreversible. The only exits are dissolution (with surplus passing to another asset-locked body), conversion to a charity (a CIO or a charitable company) if all the CIC's purposes are charitable, or conversion to a community benefit society with a statutory asset lock. A CIC cannot vote itself out of CIC status.

Can a single person set up a CIC?

Yes — one director and one member is the legal minimum. In practice the Regulator looks for credible governance and a community interest statement that doesn't primarily benefit the single director.

Does a CIC need a board of directors?

It needs at least one director. Most CICs have between two and five. Best practice in the social-enterprise sector is a board with a majority of non-executive directors who are independent of the executive team, but this is governance preference, not a statutory requirement.

Will a bank open an account for a new CIC?

Check eligibility before applying. CAF Bank and the Co-operative Bank list CICs as eligible for their charity and community accounts. Tide and Mettle exclude CICs, and Starling only accepts companies limited by shares, so a CIC limited by guarantee is excluded. Timescales vary by bank and by the checks on directors.

Can a CIC receive grants?

Yes, many funders accept CICs alongside charities. The National Lottery Community Fund's programmes are generally open to CICs; Power to Change, UnLtd and many local-authority community funds are specifically friendly to CICs. However, a significant slice of trust and foundation funding remains charity-only — check eligibility on each programme. If grants will dominate your funding, charity status (and a CIO) often fits better.

Related guides

Sources

  • Companies (Audit, Investigations and Community Enterprise) Act 2004
  • Community Interest Company Regulations 2005 (as amended by the Community Interest Company (Amendment) Regulations 2014, in force 1 October 2014)
  • Charitable Incorporated Organisations (Conversion) Regulations 2017 (in force 1 January 2018) — for the CIC → CIO exit route
  • Office of the Regulator of CICs: Community Interest Companies Guidance (updated April 2025); model constitutions
  • Office of the Regulator of CICs annual report 2024 to 2025 — CIC registration figures
  • Economic Crime and Corporate Transparency Act 2023 — identity verification (mandatory 18 November 2025); failure to prevent fraud (s.199, in force 1 September 2025)
  • Companies House fee schedule (fees from 1 February 2026); Registrar of Companies (Fees) (Amendment) Regulations 2025

General information, not legal or tax advice. For specific CIC registration, the CIC Regulator and a social-enterprise solicitor are the right starting points.