CQC Regulation 5: The Fit and Proper Persons Requirement for Directors

Most registered managers can recite the fundamental standards in their sleep. Far fewer providers can say with confidence exactly how they last checked whether their own directors are "fit and proper" to hold their positions. That gap matters, because under the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014, the Care Quality Commission does not just regulate the service you deliver — it regulates the people who govern the organisation delivering it. That is what Regulation 5, the Fit and Proper Persons Requirement (FPPR), is for, and it sits at the heart of good governance in health and social care.

For care home groups, domiciliary care agencies and supported living providers, Regulation 5 is easy to overlook because it doesn't touch day-to-day care delivery. It touches the boardroom. But CQC inspectors increasingly test governance and leadership as part of the Well-led key question, and a provider that cannot evidence it has properly assessed its own directors is exposed in a way that's hard to fix retrospectively. This article sets out what the regulation actually requires, who it covers, and how to build compliance into your organisation's ongoing governance rather than treating it as a one-off recruitment tick-box.

What Is CQC Regulation 5, in Plain English?

Regulation 5 of the Health and Social Care Act 2008 (Regulated Activities) Regulations 2014 requires registered providers to ensure that every individual acting as a director (or in an equivalent role) is fit and proper to carry out that role. CQC's own guidance describes the underlying principle simply: individuals who have authority in organisations that deliver care are responsible for the overall quality and safety of that care, so the regulator expects providers to be confident those individuals are suitable before — and throughout — their time in post.

It's worth being precise about scope, because Regulation 5 is often confused with a different rule. Regulation 19 of the same 2014 Regulations covers the fitness of employed staff generally — care workers, nurses, support staff. Regulation 5 is narrower and specifically about directors and equivalent decision-makers. A provider can be fully compliant on staff recruitment checks under Regulation 19 and still be in breach of Regulation 5 if it has never formally assessed whether its own directors meet the fitness conditions.

Who Counts as a "Director" Under Regulation 5?

CQC's guidance on Regulation 5 takes a functional view of who counts as a director, rather than relying purely on job title. In scope are:

• Board directors and non-executive/associate directors
• Trustees of charitable providers
• Members of the governing body of an unincorporated association
• Interim directors, as well as permanent appointees

A small number of provider types are exempt from Regulation 5, including individual providers and traditional partnerships, local authority elected members acting in that capacity, and foundation trust governors. In practice, for the majority of care home and domiciliary care organisations Learnsignal works with — whether a single-site family business with two directors on Companies House or a multi-site group with a full board — Regulation 5 applies directly to whoever legally directs the company, not just to the registered manager running the service day to day.

The Schedule 4 Fitness Conditions

The detailed test a director must meet sits in Schedule 4 to the Regulations, and it works in two parts: positive fitness factors the provider must be satisfied on, and mandatory grounds that automatically disqualify someone regardless of anything else.

The "serious misconduct or mismanagement" limb is the one that causes the most uncertainty in practice, because it requires judgement rather than a simple pass/fail check. CQC's guidance distinguishes between genuinely serious conduct (fraud, dishonesty, deliberately supplying false information, conduct that put people at risk of harm) and isolated, less serious issues such as a single attendance or minor performance concern, which would not on their own make someone unfit. Providers are expected to apply that judgement consistently and be able to show their reasoning.

What Providers Must Actually Do to Comply

Meeting Regulation 5 is an evidenced process, not a declaration of intent. Before appointing a director, or bringing an existing director's fitness up to standard, providers should be able to show:

• An enhanced DBS check, plus equivalent checks covering any country the individual has lived in during the previous five years
• Verification of relevant qualifications and professional registration status, where applicable
• At least one satisfactory reference addressing conduct and competence in a similar role
• A full employment history with any gaps explained and, where relevant, investigated
• A health declaration confirming capacity to carry out the role, with reasonable adjustments considered
• A declaration covering bankruptcy status, barred-list status and any unspent convictions

None of this is a one-off exercise at recruitment. CQC expects ongoing monitoring — a periodic re-declaration (annually is common practice), a documented process for what happens if new information comes to light (a conviction, a bankruptcy, a serious complaint at another organisation), and evidence that the provider actually reviews this information rather than simply filing it. Inspectors assessing Well-led will ask to see this evidence, and a provider that can only point to a recruitment file from several years ago, with nothing since, is likely to be challenged. This is one of the areas that quietly contributes to inspection problems more generally — see our piece on why providers fail CQC inspections for the wider pattern of governance evidence gaps that catch services out.

What Happens If a Director Isn't Fit

Regulation 5 places the duty on the provider, not directly on the individual director in the way that, say, professional regulation works for a nurse or doctor. If CQC forms the view that a provider has failed to properly assess a director's fitness, or has kept someone in post despite clear evidence they do not meet the Schedule 4 conditions, the regulator's response is aimed at the provider's registration. Depending on severity, that can include a requirement notice, a warning notice, imposing conditions on registration, or — in the most serious cases — prosecution or cancellation of registration. CQC's own guidance is clear that it looks at whether a provider made a reasonable, good-faith effort to check and act on fitness, so a documented process that is followed consistently is your strongest protection even if an issue does arise.

If a director's circumstances change materially mid-tenure — a new conviction, bankruptcy, or a serious safeguarding finding elsewhere — this is exactly the kind of event that can trigger a statutory notification obligation, alongside the internal fitness reassessment. If you're not confident your organisation has this covered end to end, our guide to CQC statutory notifications and what to report sets out the categories of event providers are legally required to tell CQC about.

Common Mistakes Providers Make with Regulation 5

A few patterns come up repeatedly with smaller and mid-sized providers in particular:

• Treating it as a recruitment step, not an ongoing duty. The initial file is complete, but nothing has been reviewed since the director was appointed — sometimes years earlier.
• Confusing Regulation 5 with Regulation 19. Robust staff DBS and induction checks are in place, but no equivalent process exists for the people who actually direct the company.
• Overlooking interim and associate directors. A locum or interim director brought in during a leadership gap is still in scope and is easy to miss.
• No documented threshold for "serious" misconduct. When a concern does surface, there's no framework for deciding whether it's disqualifying, so the decision looks arbitrary if questioned later.
• Skipping overseas checks. Directors who have lived or worked abroad in the past five years need equivalent checks from that jurisdiction, not just a UK DBS.

Building Regulation 5 Into Your Governance Framework

The providers who handle this well don't run Regulation 5 as a standalone HR task — they fold it into board-level governance. That typically means a written policy that names who is responsible for running fitness checks, a register of directors with review dates, an annual declaration cycle, and a standing item at board or governance meetings to confirm the register is up to date. It sits naturally alongside the wider governance disciplines CQC expects under the Well-led key question.

Getting the people accountable for governance properly trained on what CQC actually expects is one of the most cost-effective steps a provider can take here. Learnsignal's CPD training for care and health professionals includes courses covering CQC compliance and governance responsibilities that are directly relevant for directors, registered managers and anyone with oversight responsibility for a regulated service.

Frequently Asked Questions

Does Regulation 5 apply to a small care home company with just one or two directors?

Yes. Regulation 5 applies to any registered provider that is a company, charity or unincorporated association with directors or equivalent decision-makers — there is no size threshold. A sole director of a small domiciliary care agency is as much in scope as a board member of a large group.

Is Regulation 5 the same as the fit and proper persons check for care staff?

No. That's Regulation 19, which covers employed staff generally. Regulation 5 is specifically about directors and equivalent governance roles, and the fitness conditions it tests against (Schedule 4) are different from standard staff recruitment checks.

How often should director fitness be reassessed?

CQC does not prescribe an exact frequency, but an annual re-declaration alongside a documented process for acting on any new information as it arises is widely regarded as good practice and is the standard providers should be able to evidence at inspection.

Does Regulation 5 apply to registered managers?

Not directly — registered managers are covered by separate fit and proper persons provisions for employed staff (Regulation 19), unless the same individual also holds a director-level role, in which case both apply.

Regulation 5 rarely makes headlines the way safeguarding or medication failures do, but it's one of the clearest tests CQC has of whether an organisation's leadership takes governance seriously. Building a documented, repeatable process now — rather than scrambling to reconstruct one at inspection — is the difference between Regulation 5 being a formality and it becoming a genuine regulatory risk.