Companies Act 2006

• (1) Approval is not required under section 197, 198 or 200 for a company to make a loan or quasi-loan, or to give a guarantee or provide security in connection with a loan or quasi-loan, if the aggregate of—

• (a) the value of the transaction, and

• (b) the value of any other relevant transactions or arrangements,

does not exceed £10,000.

• (2) Approval is not required under section 201 for a company to enter into a credit transaction, or to give a guarantee or provide security in connection with a credit transaction, if the aggregate of—

• (a) the value of the transaction (that is, of the credit transaction, guarantee or security), and

• (b) the value of any other relevant transactions or arrangements,

does not exceed £15,000.

• (3) Approval is not required under section 201 for a company to enter into a credit transaction, or to give a guarantee or provide security in connection with a credit transaction, if—

• (a) the transaction is entered into by the company in the ordinary course of the company's business, and

• (b) the value of the transaction is not greater, and the terms on which it is entered into are not more favourable, than it is reasonable to expect the company would have offered to, or in respect of, a person of the same financial standing but unconnected with the company.

Exceptions for intra-group transactions

208

• (1) Approval is not required under section 197, 198 or 200 for—

• (a) the making of a loan or quasi-loan to an associated body corporate, or

• (b) the giving of a guarantee or provision of security in connection with a loan or quasi-loan made to an associated body corporate.

• (2) Approval is not required under section 201—

• (a) to enter into a credit transaction as creditor for the benefit of an associated body corporate, or

• (b) to give a guarantee or provide security in connection with a credit transaction entered into by any person for the benefit of an associated body corporate.

Exceptions for money-lending companies

209

• (1) Approval is not required under section 197, 198 or 200 for the making of a loan or quasi-loan, or the giving of a guarantee or provision of security in connection with a loan or quasi-loan, by a money-lending company if—

• (a) the transaction (that is, the loan, quasi-loan, guarantee or security) is entered into by the company in the ordinary course of the company's business, and

• (b) the value of the transaction is not greater, and its terms are not more favourable, than it is reasonable to expect the company would have offered to a person of the same financial standing but unconnected with the company.

• (2) A “money-lending company” means a company whose ordinary business includes the making of loans or quasi-loans, or the giving of guarantees or provision of security in connection with loans or quasi-loans.

• (3) The condition specified in subsection (1)(b) does not of itself prevent a company from making a home loan—

• (a) to a director of the company or of its holding company, or

• (b) to an employee of the company,

if loans of that description are ordinarily made by the company to its employees and the terms of the loan in question are no more favourable than those on which such loans are ordinarily made.

• (4) For the purposes of subsection (3) a “home loan” means a loan—

• (a) for the purpose of facilitating the purchase, for use as the only or main residence of the person to whom the loan is made, of the whole or part of any dwelling-house together with any land to be occupied and enjoyed with it,

• (b) for the purpose of improving a dwelling-house or part of a dwelling-house so used or any land occupied and enjoyed with it, or

• (c) in substitution for any loan made by any person and falling within paragraph (a) or (b).

Other relevant transactions or arrangements

210

• (1) This section has effect for determining what are “other relevant transactions or arrangements” for the purposes of any exception to section 197, 198, 200 or 201.

In the following provisions “the relevant exception” means the exception for the purposes of which that falls to be determined.

• (2) Other relevant transactions or arrangements are those previously entered into, or entered into at the same time as the transaction or arrangement in question in relation to which the following conditions are met.

• (3) Where the transaction or arrangement in question is entered into—

• (a) for a director of the company entering into it, or

• (b) for a person connected with such a director,

the conditions are that the transaction or arrangement was (or is) entered into for that director, or a person connected with him, by virtue of the relevant exception by that company or by any of its subsidiaries.

• (4) Where the transaction or arrangement in question is entered into—

• (a) for a director of the holding company of the company entering into it, or

• (b) for a person connected with such a director,

the conditions are that the transaction or arrangement was (or is) entered into for that director, or a person connected with him, by virtue of the relevant exception by the holding company or by any of its subsidiaries.

• (5) A transaction or arrangement entered into by a company that at the time it was entered into—

• (a) was a subsidiary of the company entering into the transaction or arrangement in question, or

• (b) was a subsidiary of that company's holding company,

is not a relevant transaction or arrangement if, at the time the question arises whether the transaction or arrangement in question falls within a relevant exception, it is no longer such a subsidiary.

The value of transactions and arrangements

211

• (1) For the purposes of sections 197 to 214 (loans etc)—

• (a) the value of a transaction or arrangement is determined as follows, and

• (b) the value of any other relevant transaction or arrangement is taken to be the value so determined reduced by any amount by which the liabilities of the person for whom the transaction or arrangement was made have been reduced.

• (2) The value of a loan is the amount of its principal.

• (3) The value of a quasi-loan is the amount, or maximum amount, that the person to whom the quasi-loan is made is liable to reimburse the creditor.

• (4) The value of a credit transaction is the price that it is reasonable to expect could be obtained for the goods, services or land to which the transaction relates if they had been supplied (at the time the transaction is entered into) in the ordinary course of business and on the same terms (apart from price) as they have been supplied, or are to be supplied, under the transaction in question.

• (5) The value of a guarantee or security is the amount guaranteed or secured.

• (6) The value of an arrangement to which section 203 (related arrangements) applies is the value of the transaction to which the arrangement relates.

• (7) If the value of a transaction or arrangement is not capable of being expressed as a specific sum of money—

• (a) whether because the amount of any liability arising under the transaction or arrangement is unascertainable, or for any other reason, and

• (b) whether or not any liability under the transaction or arrangement has been reduced,

its value is deemed to exceed £50,000.

The person for whom a transaction or arrangement is entered into

212

For the purposes of sections 197 to 214 (loans etc) the person for whom a transaction or arrangement is entered into is—

• (a) in the case of a loan or quasi-loan, the person to whom it is made;

• (b) in the case of a credit transaction, the person to whom goods, land or services are supplied, sold, hired, leased or otherwise disposed of under the transaction;

• (c) in the case of a guarantee or security, the person for whom the transaction is made in connection with which the guarantee or security is entered into;

• (d) in the case of an arrangement within section 203 (related arrangements), the person for whom the transaction is made to which the arrangement relates.

Loans etc: civil consequences of contravention

213

• (1) This section applies where a company enters into a transaction or arrangement in contravention of section 197, 198, 200, 201 or 203 (requirement of members' approval for loans etc).

• (2) The transaction or arrangement is voidable at the instance of the company, unless—

• (a) restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible,

• (b) the company has been indemnified for any loss or damage resulting from the transaction or arrangement, or

• (c) rights acquired in good faith, for value and without actual notice of the contravention by a person who is not a party to the transaction or arrangement would be affected by the avoidance.

• (3) Whether or not the transaction or arrangement has been avoided, each of the persons specified in subsection (4) is liable—

• (a) to account to the company for any gain that he has made directly or indirectly by the transaction or arrangement, and

• (b) (jointly and severally with any other person so liable under this section) to indemnify the company for any loss or damage resulting from the transaction or arrangement.

• (4) The persons so liable are—

• (a) any director of the company or of its holding company with whom the company entered into the transaction or arrangement in contravention of section 197, 198, 201 or 203,

• (b) any person with whom the company entered into the transaction or arrangement in contravention of any of those sections who is connected with a director of the company or of its holding company,

• (c) the director of the company or of its holding company with whom any such person is connected, and

• (d) any other director of the company who authorised the transaction or arrangement.

• (5) Subsections (3) and (4) are subject to the following two subsections.

• (6) In the case of a transaction or arrangement entered into by a company in contravention of section 200, 201 or 203 with a person connected with a director of the company or of its holding company, that director is not liable by virtue of subsection (4)(c) if he shows that he took all reasonable steps to secure the company's compliance with the section concerned.

• (7) In any case—

• (a) a person so connected is not liable by virtue of subsection (4)(b), and

• (b) a director is not liable by virtue of subsection (4)(d),

if he shows that, at the time the transaction or arrangement was entered into, he did not know the relevant circumstances constituting the contravention.

• (8) Nothing in this section shall be read as excluding the operation of any other enactment or rule of law by virtue of which the transaction or arrangement may be called in question or any liability to the company may arise.

Loans etc: effect of subsequent affirmation

214

Where a transaction or arrangement is entered into by a company in contravention of section 197, 198, 200, 201 or 203 (requirement of members' approval for loans etc) but, within a reasonable period, it is affirmed—

• (a) in the case of a contravention of the requirement for a resolution of the members of the company, by a resolution of the members of the company, and

• (b) in the case of a contravention of the requirement for a resolution of the members of the company's holding company, by a resolution of the members of the holding company,

the transaction or arrangement may no longer be avoided under section 213.

Payments for loss of office

Payments for loss of office

215

• (1) In this Chapter a “payment for loss of office” means a payment made to a director or past director of a company—

• (a) by way of compensation for loss of office as director of the company,

• (b) by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of—

• (i) any other office or employment in connection with the management of the affairs of the company, or

• (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,

• (c) as consideration for or in connection with his retirement from his office as director of the company, or

• (d) as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from—

• (i) any other office or employment in connection with the management of the affairs of the company, or

• (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

• (2) The references to compensation and consideration include benefits otherwise than in cash and references in this Chapter to payment have a corresponding meaning.

• (3) For the purposes of sections 217 to 221 (payments requiring members' approval)—

• (a) payment to a person connected with a director, or

• (b) payment to any person at the direction of, or for the benefit of, a director or a person connected with him,

is treated as payment to the director.

• (4) References in those sections to payment by a person include payment by another person at the direction of, or on behalf of, the person referred to.

• (5) Nothing in this section or sections 216 to 222 applies in relation to a payment for loss of office to a director of a quoted company ... other than a payment to which section 226C does not apply by virtue of section 226D(6).

• (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amounts taken to be payments for loss of office

216

• (1) This section applies where in connection with any such transfer as is mentioned in section 218 or 219 (payment in connection with transfer of undertaking, property or shares) a director of the company—

• (a) is to cease to hold office, or

• (b) is to cease to be the holder of—

• (i) any other office or employment in connection with the management of the affairs of the company, or

• (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

• (2) If in connection with any such transfer—

• (a) the price to be paid to the director for any shares in the company held by him is in excess of the price which could at the time have been obtained by other holders of like shares, or

• (b) any valuable consideration is given to the director by a person other than the company,

the excess or, as the case may be, the money value of the consideration is taken for the purposes of those sections to have been a payment for loss of office.

Payment by company: requirement of members' approval

217

• (1) A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.

• (2) A company may not make a payment for loss of office to a director of its holding company unless the payment has been approved by a resolution of the members of each of those companies.

• (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

• (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

• (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—

• (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and

• (ii) at the meeting itself.

• (4) No approval is required under this section on the part of the members of a body corporate that—

• (a) is not a UK-registered company, or

• (b) is a wholly-owned subsidiary of another body corporate.

Payment in connection with transfer of undertaking etc: requirement of members' approval

218

• (1) No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company.

• (2) No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company unless the payment has been approved by a resolution of the members of each of the companies.

• (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

• (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

• (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—

• (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and

• (ii) at the meeting itself.

• (4) No approval is required under this section on the part of the members of a body corporate that—

• (a) is not a UK-registered company, or

• (b) is a wholly-owned subsidiary of another body corporate.

• (5) A payment made in pursuance of an arrangement—

• (a) entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and

• (b) to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy,

is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

Payment in connection with share transfer: requirement of members' approval

219

• (1) No payment for loss of office may be made by any person to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid unless the payment has been approved by a resolution of the relevant shareholders.

• (2) The relevant shareholders are the holders of the shares to which the bid relates and any holders of shares of the same class as any of those shares.

• (3) A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

• (a) in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

• (b) in the case of a resolution at a meeting, by being made available for inspection by the members both—

• (i) at the company's registered office for not less than 15 days ending with the date of the meeting, and

• (ii) at the meeting itself.

• (4) Neither the person making the offer, nor any associate of his (as defined in section 988), is entitled to vote on the resolution, but—

• (a) where the resolution is proposed as a written resolution, they are entitled (if they would otherwise be so entitled) to be sent a copy of it, and

• (b) at any meeting to consider the resolution they are entitled (if they would otherwise be so entitled) to be given notice of the meeting, to attend and speak and if present (in person or by proxy) to count towards the quorum.

• (5) If at a meeting to consider the resolution a quorum is not present, and after the meeting has been adjourned to a later date a quorum is again not present, the payment is (for the purposes of this section) deemed to have been approved.

• (6) No approval is required under this section on the part of shareholders in a body corporate that—

• (a) is not a UK-registered company, or

• (b) is a wholly-owned subsidiary of another body corporate.

• (7) A payment made in pursuance of an arrangement—

• (a) entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and

• (b) to which the company whose shares are the subject of the bid, or any person to whom the transfer is made, is privy,

is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

Exception for payments in discharge of legal obligations etc

220

• (1) Approval is not required under section 217, 218 or 219 (payments requiring members' approval) for a payment made in good faith—

• (a) in discharge of an existing legal obligation (as defined below),

• (b) by way of damages for breach of such an obligation,

• (c) by way of settlement or compromise of any claim arising in connection with the termination of a person's office or employment, or

• (d) by way of pension in respect of past services.

• (2) In relation to a payment within section 217 (payment by company) an existing legal obligation means an obligation of the company, or any body corporate associated with it, that was not entered into in connection with, or in consequence of, the event giving rise to the payment for loss of office.

• (3) In relation to a payment within section 218 or 219 (payment in connection with transfer of undertaking, property or shares) an existing legal obligation means an obligation of the person making the payment that was not entered into for the purposes of, in connection with or in consequence of, the transfer in question.

• (4) In the case of a payment within both section 217 and section 218, or within both section 217 and section 219, subsection (2) above applies and not subsection (3).

• (5) A payment part of which falls within subsection (1) above and part of which does not is treated as if the parts were separate payments.

Exception for small payments

221

• (1) Approval is not required under section 217, 218 or 219 (payments requiring members' approval) if—

• (a) the payment in question is made by the company or any of its subsidiaries, and

• (b) the amount or value of the payment, together with the amount or value of any other relevant payments, does not exceed £200.

• (2) For this purpose “other relevant payments” are payments for loss of office in relation to which the following conditions are met.

• (3) Where the payment in question is one to which section 217 (payment by company) applies, the conditions are that the other payment was or is paid—

• (a) by the company making the payment in question or any of its subsidiaries,

• (b) to the director to whom that payment is made, and

• (c) in connection with the same event.

• (4) Where the payment in question is one to which section 218 or 219 applies (payment in connection with transfer of undertaking, property or shares), the conditions are that the other payment was (or is) paid in connection with the same transfer—

• (a) to the director to whom the payment in question was made, and

• (b) by the company making the payment or any of its subsidiaries.

Payments made without approval: civil consequences

222

• (1) If a payment is made in contravention of section 217 (payment by company)—

• (a) it is held by the recipient on trust for the company making the payment, and

• (b) any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from it.

• (2) If a payment is made in contravention of section 218 (payment in connection with transfer of undertaking etc), it is held by the recipient on trust for the company whose undertaking or property is or is proposed to be transferred.

• (3) If a payment is made in contravention of section 219 (payment in connection with share transfer)—

• (a) it is held by the recipient on trust for persons who have sold their shares as a result of the offer made, and

• (b) the expenses incurred by the recipient in distributing that sum amongst those persons shall be borne by him and not retained out of that sum.

• (4) If a payment is in contravention of section 217 and section 218, subsection (2) of this section applies rather than subsection (1).

• (5) If a payment is in contravention of section 217 and section 219, subsection (3) of this section applies rather than subsection (1), unless the court directs otherwise.

Supplementary

Transactions requiring members' approval: application of provisions to shadow directors

223

• (1) For the purposes of—

• (a) sections 188 and 189 (directors' service contracts),

• (b) sections 190 to 196 (property transactions),

• (c) sections 197 to 214 (loans etc), and

• (d) sections 215 to 222 (payments for loss of office),

a shadow director is treated as a director.

• (2) Any reference in those provisions to loss of office as a director does not apply in relation to loss of a person's status as a shadow director.

Approval by written resolution: accidental failure to send memorandum

224

• (1) Where—

• (a) approval under this Chapter is sought by written resolution, and

• (b) a memorandum is required under this Chapter to be sent or submitted to every eligible member before the resolution is passed,

any accidental failure to send or submit the memorandum to one or more members shall be disregarded for the purpose of determining whether the requirement has been met.

• (2) Subsection (1) has effect subject to any provision of the company's articles.

Cases where approval is required under more than one provision

225

• (1) Approval may be required under more than one provision of this Chapter.

• (2) If so, the requirements of each applicable provision must be met.

• (3) This does not require a separate resolution for the purposes of each provision.

Requirement of consent of Charity Commission: companies that are charities

226

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

CHAPTER 4A — Directors of quoted companies ...: special provision

Interpretation

Key definitions

226A

• (1) In this Chapter—

• “directors' remuneration policy” means the policy of a quoted company... with respect to the making of remuneration payments and payments for loss of office;

• “ quoted company ” has the same meaning as in Part 15 of this Act;

• “ remuneration payment ” means any form of payment or other benefit made to or otherwise conferred on a person as consideration for the person— holding, agreeing to hold or having held office as director of a company, orholding, agreeing to hold or having held, during a period when the person is or was such a director—any other office or employment in connection with the management of the affairs of the company, orany office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,other than a payment for loss of office;

• “ payment for loss of office ” has the same meaning as in Chapter 4 of this Part.

• ...

• (2) Subsection (3) applies where, in connection with a relevant transfer, a director of a quoted company ... is—

• (a) to cease to hold office as director, or

• (b) to cease to be the holder of—

• (i) any other office or employment in connection with the management of the affairs of the company, or

• (ii) any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

• (3) If in connection with the transfer—

• (a) the price to be paid to the director for any shares in the company held by the director is in excess of the price which could at the time have been obtained by other holders of like shares, or

• (b) any valuable consideration is given to the director by a person other than the company,

the excess or, as the case may be, the money value of the consideration is taken for the purposes of section 226C to have been a payment for loss of office.

• (4) In subsection (2), “ relevant transfer ” means—

• (a) a transfer of the whole or any part of the undertaking or property of the company or a subsidiary of the company;

• (b) a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid.

• (5) References in this Chapter to the making of a remuneration payment or to the making of a payment for loss of office are to be read in accordance with this section.

• (6) References in this Chapter to a payment by a company include a payment by another person at the direction of, or on behalf of, the company.

• (7) References in this Chapter to a payment to a person (“B”) who is, has been or is to be a director of a company include—

• (a) a payment to a person connected with B, or

• (b) a payment to a person at the direction of, or for the benefit of, B or a person connected with B.

• (8) Section 252 applies for the purposes of determining whether a person is connected with a person who has been, or is to be, a director of a company as it applies for the purposes of determining whether a person is connected with a director.

• (9) References in this Chapter to a director include a shadow director but references to loss of office as a director do not include loss of a person's status as a shadow director.

• (10) References in this Chapter (other than sections 226E(2)(b) and (5)) to a director of a company include a person who is not a director of the company but who is—

• (a) its chief executive officer (however described),...

• (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Restrictions relating to remuneration or loss of office payments

Remuneration payments

226B

• (1) A quoted company ... may not make a remuneration payment to a person who is, or is to be or has been, a director of the company unless—

• (a) the payment is consistent with the approved directors' remuneration policy, or

• (b) the payment is approved by resolution of the members of the company.

• (2) The approved directors' remuneration policy is the most recent remuneration policy to have been approved by a resolution passed by the members of the company in general meeting.

Loss of office payments

226C

• (1) No payment for loss of office may be made by any person to a person who is, or has been, a director of a quoted company ... unless—

• (a) the payment is consistent with the approved directors' remuneration policy, or

• (b) the payment is approved by resolution of the members of the company.

• (2) The approved directors' remuneration policy is the most recent remuneration policy to have been approved by a resolution passed by the members of the company in general meeting.

Sections 226B and 226C: supplementary

226D

• (1) A resolution approving a payment for the purposes of section 226B(1)(b) or 226C(1)(b) must not be passed unless a memorandum setting out particulars of the proposed payment ... (including its amount) is made available for inspection by the members of the company—

• (a) at the company's registered office for not less than 15 days ending with the date of the meeting at which the resolution is to be considered, and

• (b) at that meeting itself.

• (2) The memorandum must explain the ways in which the payment is inconsistent with the approved directors’ remuneration policy (within the meaning of the section in question).

• (3) The company must ensure that the memorandum is made available on the company's website from the first day on which the memorandum is made available for inspection under subsection (1) until its next accounts meeting.

• (4) Failure to comply with subsection (3) does not affect the validity of the meeting at which a resolution is passed approving a payment to which the memorandum relates or the validity of anything done at the meeting.

• (5) Nothing in section 226B or 226C authorises the making of a remuneration payment or (as the case may be) a payment for loss of office in contravention of the articles of the company concerned.

• (6) Nothing in section 226B or 226C applies in relation to a remuneration payment or (as the case may be) a payment for loss of office made to a person who is, or is to be or has been, a director of a quoted company ... before the earlier of—

• (a) the end of the first financial year of the company to begin on or after the day on which it becomes a quoted company ..., and

• (b) the date from which the company's first directors' remuneration policy to be approved under section 439A takes effect.

• (7) In this section the “company's website” is the website on which the company makes material available under section 430.

Supplementary

Payments made without approval: civil consequences

226E

• (1) An obligation (however arising) to make a payment which would be in contravention of section 226B or 226C has no effect.

• (2) If a payment is made in contravention of section 226B or 226C—

• (a) it is held by the recipient on trust for the company or other person making the payment, and

• (b) in the case of a payment by a company, any director who authorised the payment is jointly and severally liable to indemnify the company that made the payment for any loss resulting from it.

• (3) If a payment for loss of office is made in contravention of section 226C to a director of a quoted company ... in connection with the transfer of the whole or any part of the undertaking or property of the company or a subsidiary of the company—

• (a) subsection (2) does not apply, and

• (b) the payment is held by the recipient on trust for the company whose undertaking or property is or is proposed to be transferred.

• (4) If a payment for loss of office is made in contravention of section 226C to a director of a quoted company ... in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid—

• (a) subsection (2) does not apply,

• (b) the payment is held by the recipient on trust for persons who have sold their shares as a result of the offer made, and

• (c) the expenses incurred by the recipient in distributing that sum amongst those persons shall be borne by the recipient and not retained out of that sum.

• (5) If in proceedings against a director for the enforcement of a liability under subsection (2)(b)—

• (a) the director shows that he or she has acted honestly and reasonably, and

• (b) the court considers that, having regard to all the circumstances of the case, the director ought to be relieved of liability,

the court may relieve the director, either wholly or in part, from liability on such terms as the court thinks fit.

Relationship with requirements under Chapter 4

226F

• (1) This Chapter does not affect any requirement for approval by a resolution of the members of a company which applies in relation to the company under Chapter 4.

• (2) Where the making of a payment to which section 226B or 226C applies requires approval by a resolution of the members of the company concerned under Chapter 4, approval obtained for the purposes of that Chapter is to be treated as satisfying the requirements of section 226B(1)(b) or (as the case may be) 226C(1)(b).

Chapter 5 — Directors' service contracts

Directors' service contracts

227

• (1) For the purposes of this Part a director's “service contract”, in relation to a company, means a contract under which—

• (a) a director of the company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company, or

• (b) services (as director or otherwise) that a director of the company undertakes personally to perform are made available by a third party to the company, or to a subsidiary of the company.

• (2) The provisions of this Part relating to directors' service contracts apply to the terms of a person's appointment as a director of a company.

They are not restricted to contracts for the performance of services outside the scope of the ordinary duties of a director.

Copy of contract or memorandum of terms to be available for inspection

228

• (1) A company must keep available for inspection—

• (a) a copy of every director's service contract with the company or with a subsidiary of the company, or

• (b) if the contract is not in writing, a written memorandum setting out the terms of the contract.

• (2) All the copies and memoranda must be kept available for inspection at—

• (a) the company's registered office, or

• (b) a place specified in regulations under section 1136.

• (3) The copies and memoranda must be retained by the company for at least one year from the date of termination or expiry of the contract and must be kept available for inspection during that time.

• (4) The company must give notice to the registrar—

• (a) of the place at which the copies and memoranda are kept available for inspection, and

• (b) of any change in that place,

unless they have at all times been kept at the company's registered office.

• (5) If default is made in complying with subsection (1), (2) or (3), or default is made for 14 days in complying with subsection (4), an offence is committed by every officer of the company who is in default.

• (6) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

• (7) The provisions of this section apply to a variation of a director's service contract as they apply to the original contract.

Right of member to inspect and request copy

229

• (1) Every copy or memorandum required to be kept under section 228 must be open to inspection by any member of the company without charge.

• (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

The copy must be provided within seven days after the request is received by the company.

• (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by every officer of the company who is in default.

• (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

• (5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

Directors' service contracts: application of provisions to shadow directors

230

A shadow director is treated as a director for the purposes of the provisions of this Chapter.

Chapter 6 — Contracts with sole members who are directors

Contract with sole member who is also a director

231

• (1) This section applies where—

• (a) a limited company having only one member enters into a contract with the sole member,

• (b) the sole member is also a director of the company, and

• (c) the contract is not entered into in the ordinary course of the company's business.

• (2) The company must, unless the contract is in writing, ensure that the terms of the contract are either—

• (a) set out in a written memorandum, or

• (b) recorded in the minutes of the first meeting of the directors of the company following the making of the contract.

• (3) If a company fails to comply with this section an offence is committed by every officer of the company who is in default.

• (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 5 on the standard scale.

• (5) For the purposes of this section a shadow director is treated as a director.

• (6) Failure to comply with this section in relation to a contract does not affect the validity of the contract.

• (7) Nothing in this section shall be read as excluding the operation of any other enactment or rule of law applying to contracts between a company and a director of the company.

Chapter 7 — Directors' liabilities

Provision protecting directors from liability

Provisions protecting directors from liability

232

• (1) Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

• (2) Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

• (a) section 233 (provision of insurance),

• (b) section 234 (qualifying third party indemnity provision), or

• (c) section 235 (qualifying pension scheme indemnity provision).

• (3) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.

• (4) Nothing in this section prevents a company's articles from making such provision as has previously been lawful for dealing with conflicts of interest.

Provision of insurance

233

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

Qualifying third party indemnity provision

234

• (1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

• (2) Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company.

Such provision is qualifying third party indemnity provision if the following requirements are met.

• (3) The provision must not provide any indemnity against—

• (a) any liability of the director to pay—

• (i) a fine imposed in criminal proceedings, or

• (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

• (b) any liability incurred by the director—

• (i) in defending criminal proceedings in which he is convicted, or

• (ii) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

• (iii) in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

• (4) The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

• (5) For this purpose—

• (a) a conviction, judgment or refusal of relief becomes final—

• (i) if not appealed against, at the end of the period for bringing an appeal, or

• (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

• (b) an appeal is disposed of—

• (i) if it is determined and the period for bringing any further appeal has ended, or

• (ii) if it is abandoned or otherwise ceases to have effect.

• (6) The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under—

• section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

• section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

Qualifying pension scheme indemnity provision

235

• (1) Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

• (2) Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as trustee of the scheme.

Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

• (3) The provision must not provide any indemnity against—

• (a) any liability of the director to pay—

• (i) a fine imposed in criminal proceedings, or

• (ii) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

• (b) any liability incurred by the director in defending criminal proceedings in which he is convicted.

• (4) The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

• (5) For this purpose—

• (a) a conviction becomes final—

• (i) if not appealed against, at the end of the period for bringing an appeal, or

• (ii) if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

• (b) an appeal is disposed of—

• (i) if it is determined and the period for bringing any further appeal has ended, or

• (ii) if it is abandoned or otherwise ceases to have effect.

• (6) In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c. 12) that is established under a trust.

Qualifying indemnity provision to be disclosed in directors' report

236

• (1) This section requires disclosure in the directors' report of—

• (a) qualifying third party indemnity provision, and

• (b) qualifying pension scheme indemnity provision.

Such provision is referred to in this section as “qualifying indemnity provision”.

• (2) If when a directors' report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

• (3) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

• (4) If when a directors' report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

• (5) If at any time during the financial year to which a directors' report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force.

Copy of qualifying indemnity provision to be available for inspection

237

• (1) This section has effect where qualifying indemnity provision is made for a director of a company, and applies—

• (a) to the company of which he is a director (whether the provision is made by that company or an associated company), and

• (b) where the provision is made by an associated company, to that company.

• (2) That company or, as the case may be, each of them must keep available for inspection—

• (a) a copy of the qualifying indemnity provision, or

• (b) if the provision is not in writing, a written memorandum setting out its terms.

• (3) The copy or memorandum must be kept available for inspection at—

• (a) the company's registered office, or

• (b) a place specified in regulations under section 1136.

• (4) The copy or memorandum must be retained by the company for at least one year from the date of termination or expiry of the provision and must be kept available for inspection during that time.

• (5) The company must give notice to the registrar—

• (a) of the place at which the copy or memorandum is kept available for inspection, and

• (b) of any change in that place,

unless it has at all times been kept at the company's registered office.

• (6) If default is made in complying with subsection (2), (3) or (4), or default is made for 14 days in complying with subsection (5), an offence is committed by every officer of the company who is in default.

• (7) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

• (8) The provisions of this section apply to a variation of a qualifying indemnity provision as they apply to the original provision.

• (9) In this section “qualifying indemnity provision” means—

• (a) qualifying third party indemnity provision, and

• (b) qualifying pension scheme indemnity provision.

Right of member to inspect and request copy

238

• (1) Every copy or memorandum required to be kept by a company under section 237 must be open to inspection by any member of the company without charge.

• (2) Any member of the company is entitled, on request and on payment of such fee as may be prescribed, to be provided with a copy of any such copy or memorandum.

The copy must be provided within seven days after the request is received by the company.

• (3) If an inspection required under subsection (1) is refused, or default is made in complying with subsection (2), an offence is committed by every officer of the company who is in default.

• (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

• (5) In the case of any such refusal or default the court may by order compel an immediate inspection or, as the case may be, direct that the copy required be sent to the person requiring it.

Ratification of acts giving rise to liability

Ratification of acts of directors

239

• (1) This section applies to the ratification by a company of conduct by a director amounting to negligence, default, breach of duty or breach of trust in relation to the company.

• (2) The decision of the company to ratify such conduct must be made by resolution of the members of the company.

• (3) Where the resolution is proposed as a written resolution neither the director (if a member of the company) nor any member connected with him is an eligible member.

• (4) Where the resolution is proposed at a meeting, it is passed only if the necessary majority is obtained disregarding votes in favour of the resolution by the director (if a member of the company) and any member connected with him.

This does not prevent the director or any such member from attending, being counted towards the quorum and taking part in the proceedings at any meeting at which the decision is considered.

• (5) For the purposes of this section—

• (a) “conduct” includes acts and omissions;

• (b) “director” includes a former director;

• (c) a shadow director is treated as a director; and

• (d) in section 252 (meaning of “connected person”), subsection (3) does not apply (exclusion of person who is himself a director).

• (6) Nothing in this section affects—

• (a) the validity of a decision taken by unanimous consent of the members of the company, or

• (b) any power of the directors to agree not to sue, or to settle or release a claim made by them on behalf of the company.

• (7) This section does not affect any other enactment or rule of law imposing additional requirements for valid ratification or any rule of law as to acts that are incapable of being ratified by the company.

Chapter 8 — Directors' residential addresses: protection from disclosure

Protected information

240

• (1) This Chapter makes provision for protecting, in the case of a company director who is an individual—

• (a) information as to his usual residential address;

• (b) the information that his service address is his usual residential address.

• (2) That information is referred to in this Chapter as “protected information”.

• (3) Information does not cease to be protected information on the individual ceasing to be a director of the company.

References in this Chapter to a director include, to that extent, a former director.

Protected information: restriction on use or disclosure by company

241

• (1) A company must not use or disclose protected information about any of its directors, except—

• (a) for communicating with the director concerned,

• (b) in order to comply with any requirement of the Companies Acts as to particulars to be sent to the registrar, or

• (c) in accordance with section 244 (disclosure under court order).

• (2) Subsection (1) does not prohibit any use or disclosure of protected information with the consent of the director concerned.

• (3) If a company uses or discloses information in contravention of subsection (1), an offence is committed by—

• (a) the company, and

• (b) every officer of the company who is in default.

• (4) A person guilty of an offence under this section is liable on summary conviction—

• (a) in England and Wales, to a fine;

• (b) in Scotland or Northern Ireland, to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

Protected information: restriction on ... disclosure by registrar

242

• (1) The registrar must omit protected information from the material on the register that is available for inspection where—

• (a) it is contained in a document delivered to him in which such information is required to be stated, and

• (b) in the case of a document having more than one part, it is contained in a part of the document in which such information is required to be stated.

• (2) The registrar is not obliged—

• (a) to check other documents or (as the case may be) other parts of the document to ensure the absence of protected information, or

• (b) to omit from the material that is available for public inspection anything registered before this Chapter comes into force.

• (3) The registrar must not ... disclose protected information except—

• (a) as permitted by section 243 (permitted ... disclosure by registrar), ...

• (b) in accordance with section 244 (disclosure under court order) , or

• (c) as permitted by section 1110F (general powers of disclosure by the registrar).

Permitted ... disclosure by the registrar

243

• (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

• (2) The registrar may disclose protected information to a credit reference agency.

• (3) The Secretary of State may make provision by regulations—

• (a) specifying conditions for the disclosure of protected information in accordance with this section, and

• (b) providing for the charging of fees.

• (4) The Secretary of State may make provision by regulations requiring the registrar, on application, to refrain from disclosing protected information relating to a director to a credit reference agency.

• (5) Regulations under subsection (4) may make provision as to—

• (a) who may make an application,

• (b) the grounds on which an application may be made,

• (c) the information to be included in and documents to accompany an application, and

• (d) how an application is to be determined.

• (6) Regulations under subsection (4) may in particular confer a discretion on the registrar.

• (6A) Provision under subsection (5)(d) may in particular provide for a question to be referred to a person other than the registrar for the purposes of determining the application.

• (7) In this section—

• “credit reference agency” means a person carrying on a business comprising the furnishing of information relevant to the financial standing of individuals, being information collected by the agency for that purpose; ...

• ...

• (8) Regulations under this section are subject to negative resolution procedure.

Disclosure under court order

244

• (1) The court may make an order for the disclosure of protected information by the company or by the registrar if—

• (a) there is evidence that service of documents at a service address other than the director's usual residential address is not effective to bring them to the notice of the director, or

• (b) it is necessary or expedient for the information to be provided in connection with the enforcement of an order or decree of the court,

and the court is otherwise satisfied that it is appropriate to make the order.

• (2) An order for disclosure by the registrar is to be made only if the company—

• (a) does not have the director's usual residential address, or

• (b) has been dissolved.

• (3) The order may be made on the application of a liquidator, creditor or member of the company, or any other person appearing to the court to have a sufficient interest.

• (4) The order must specify the persons to whom, and purposes for which, disclosure is authorised.

Circumstances in which registrar may put address on the public record

245

• (1) The registrar may put a director's usual residential address on the public record if—

• (a) communications sent by the registrar to the director and requiring a response within a specified period remain unanswered, or

• (b) there is evidence that service of documents at a service address provided in place of the director's usual residential address is not effective to bring them to the notice of the director.

• (2) The registrar must give notice of the proposal—

• (a) to the director, and

• (b) to every company of which the registrar has been notified that the individual is a director.

• (3) The notice must—

• (a) state the grounds on which it is proposed to put the director's usual residential address on the public record, and

• (b) specify a period within which representations may be made before that is done.

• (4) It must be sent to the director at his usual residential address, unless it appears to the registrar that service at that address may be ineffective to bring it to the individual's notice, in which case it may be sent to any service address provided in place of that address.

• (5) The registrar must take account of any representations received within the specified period.

• (6) What is meant by putting the address on the public record is explained in section 246.

Putting the address on the public record

246

• (1) If the registrar decides in accordance with section 245 that a director‘s usual residential address is to be put on the public record, the registrar must proceed as if each relevant company had given notice under section 167H—

• (a) stating a change in the director’s service address, and

• (b) stating the director’s usual residential address as their new service address.

• (2) The registrar must give notice of having done so—

• (a) to the director, and

• (b) to every relevant company.

• (3) The notice must state the date of the registrar’s decision to put the director’s usual residential address on the public record.

• (4) Where a director’s usual residential address has been put on the public record by the registrar under this section, for the period of five years beginning with the date of the registrar’s decision no service address may be registered for the director other than their usual residential address (but see subsection (5)).

• (5) Subsection (4)—

• (a) does not limit the service address that may be registered for the director under regulations under section 1097B (rectification of register), and

• (b) ceases to apply in relation to the director if a new service address is registered for the director under those regulations.

• (6) In this section “relevant company” means each company given notice under section 245(2)(b).

Chapter 9 — Supplementary provisions

Provision for employees on cessation or transfer of business

Power to make provision for employees on cessation or transfer of business

247

• (1) The powers of the directors of a company include (if they would not otherwise do so) power to make provision for the benefit of persons employed or formerly employed by the company, or any of its subsidiaries, in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the company or that subsidiary.

• (2) This power is exercisable notwithstanding the general duty imposed by section 172 (duty to promote the success of the company).

• (3) In the case of a company that is a charity it is exercisable notwithstanding any restrictions on the directors' powers (or the company's capacity) flowing from the objects of the company.

• (4) The power may only be exercised if sanctioned—

• (a) by a resolution of the company, or

• (b) by a resolution of the directors,

in accordance with the following provisions.

• (5) A resolution of the directors—

• (a) must be authorised by the company's articles, and

• (b) is not sufficient sanction for payments to or for the benefit of directors, former directors or shadow directors.

• (6) Any other requirements of the company's articles as to the exercise of the power conferred by this section must be complied with.

• (7) Any payment under this section must be made—

• (a) before the commencement of any winding up of the company, and

• (b) out of profits of the company that are available for dividend.

Records of meetings of directors

Minutes of directors' meetings

248

• (1) Every company must cause minutes of all proceedings at meetings of its directors to be recorded.

• (2) The records must be kept for at least ten years from the date of the meeting.

• (3) If a company fails to comply with this section, an offence is committed by every officer of the company who is in default.

• (4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

Minutes as evidence

249

• (1) Minutes recorded in accordance with section 248, if purporting to be authenticated by the chairman of the meeting or by the chairman of the next directors' meeting, are evidence (in Scotland, sufficient evidence) of the proceedings at the meeting.

• (2) Where minutes have been made in accordance with that section of the proceedings of a meeting of directors, then, until the contrary is proved—

• (a) the meeting is deemed duly held and convened,

• (b) all proceedings at the meeting are deemed to have duly taken place, and

• (c) all appointments at the meeting are deemed valid.

Meaning of “director” and “shadow director”

“Director”

250

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

“Shadow director”

251

• (1) In the Companies Acts “shadow director”, in relation to a company, means a person in accordance with whose directions or instructions the directors of the company are accustomed to act.

• (2) A person is not to be regarded as a shadow director by reason only that the directors act —

• (a) on advice given by that person in a professional capacity;

• (b) in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;

• (c) in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)

• (3) A body corporate is not to be regarded as a shadow director of any of its subsidiary companies for the purposes of—

• Chapter 2 (general duties of directors),

• Chapter 4 (transactions requiring members' approval), or

• Chapter 6 (contract with sole member who is also a director),

by reason only that the directors of the subsidiary are accustomed to act in accordance with its directions or instructions.

Other definitions

Persons connected with a director

252

• (1) This section defines what is meant by references in this Part to a person being “connected” with a director of a company (or a director being “connected” with a person).

• (2) The following persons (and only those persons) are connected with a director of a company—

• (a) members of the director's family (see section 253);

• (b) a body corporate with which the director is connected (as defined in section 254);

• (c) a person acting in his capacity as trustee of a trust—

• (i) the beneficiaries of which include the director or a person who by virtue of paragraph (a) or (b) is connected with him, or

• (ii) the terms of which confer a power on the trustees that may be exercised for the benefit of the director or any such person,

other than a trust for the purposes of an employees' share scheme or a pension scheme;

• (d) a person acting in his capacity as partner—

• (i) of the director, or

• (ii) of a person who, by virtue of paragraph (a), (b) or (c), is connected with that director;

• (e) a firm that is a legal person under the law by which it is governed and in which—

• (i) the director is a partner,

• (ii) a partner is a person who, by virtue of paragraph (a), (b) or (c) is connected with the director, or

• (iii) a partner is a firm in which the director is a partner or in which there is a partner who, by virtue of paragraph (a), (b) or (c), is connected with the director.

• (3) References in this Part to a person connected with a director of a company do not include a person who is himself a director of the company.

Members of a director's family

253

• (1) This section defines what is meant by references in this Part to members of a director's family.

• (2) For the purposes of this Part the members of a director's family are—

• (a) the director's spouse or civil partner;

• (b) any other person (whether of a different sex or the same sex) with whom the director lives as partner in an enduring family relationship;

• (c) the director's children or step-children;

• (d) any children or step-children of a person within paragraph (b) (and who are not children or step-children of the director) who live with the director and have not attained the age of 18;

• (e) the director's parents.

• (3) Subsection (2)(b) does not apply if the other person is the director's grandparent or grandchild, sister, brother, aunt or uncle, or nephew or niece.

Director “connected with” a body corporate

254

• (1) This section defines what is meant by references in this Part to a director being “connected with” a body corporate.

• (2) A director is connected with a body corporate if, but only if, he and the persons connected with him together—

• (a) are interested in shares comprised in the equity share capital of that body corporate of a nominal value equal to at least 20% of that share capital, or

• (b) are entitled to exercise or control the exercise of more than 20% of the voting power at any general meeting of that body.

• (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.

• (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.

• (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.

• (6) For the avoidance of circularity in the application of section 252 (meaning of “connected person”) —

• (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner); and

• (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

Director “controlling” a body corporate

255

• (1) This section defines what is meant by references in this Part to a director “controlling” a body corporate.

• (2) A director of a company is taken to control a body corporate if, but only if—

• (a) he or any person connected with him—

• (i) is interested in any part of the equity share capital of that body, or

• (ii) is entitled to exercise or control the exercise of any part of the voting power at any general meeting of that body, and

• (b) he, the persons connected with him and the other directors of that company, together—

• (i) are interested in more than 50% of that share capital, or

• (ii) are entitled to exercise or control the exercise of more than 50% of that voting power.

• (3) The rules set out in Schedule 1 (references to interest in shares or debentures) apply for the purposes of this section.

• (4) References in this section to voting power the exercise of which is controlled by a director include voting power whose exercise is controlled by a body corporate controlled by him.

• (5) Shares in a company held as treasury shares, and any voting rights attached to such shares, are disregarded for the purposes of this section.

• (6) For the avoidance of circularity in the application of section 252 (meaning of “connected person”)—

• (a) a body corporate with which a director is connected is not treated for the purposes of this section as connected with him unless it is also connected with him by virtue of subsection (2)(c) or (d) of that section (connection as trustee or partner); and

• (b) a trustee of a trust the beneficiaries of which include (or may include) a body corporate with which a director is connected is not treated for the purposes of this section as connected with a director by reason only of that fact.

Associated bodies corporate

256

For the purposes of this Part—

• (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and

• (b) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.