326.—(1) Subject to the following provisions of this Article, every company shall keep at an appropriate place—
(a)in the case of each director whose contract of service with the company is in writing, a copy of that contract;
(b)in the case of each director whose contract of service with the company is not in writing, a written memorandum setting out its terms; and
(c)in the case of each director who is employed under a contract of service with a subsidiary of the company, a copy of that contract or, if it is not in writing, a written memorandum setting out its terms.
(2) All copies and memoranda kept by a company in pursuance of paragraph (1) shall be kept at the same place.
(3) The following are appropriate places for the purposes of paragraph (1)—
(a)the company's registered office;
(b)the place where its register of members is kept (if other than its registered office);
(c)its principal place of business, provided that it is situated in Northern Ireland.
(4) Every company shall send to the registrar notice in the prescribed form of the place where copies of contracts and memoranda are kept in compliance with paragraph (1), and of any change in that place (save in a case in which they have at all times been kept at the company's registered office).
(5) Paragraph (1) does not apply to a director's contract of service with the company or with a subsidiary of it if that contract required him to work wholly or mainly outside the United Kingdom; but the company shall keep a memorandum—
(a)in the case of a contract of service with the company, giving the director's name and setting out the provisions of the contract relating to its duration;
(b)in the case of a contract of service with a subsidiary, giving the director's name and the name and place of incorporation of the subsidiary, and setting out the provisions of the contract relating to its duration,
at the same place as copies and memoranda are kept by the company in pursuance of paragraph (1).
(6) A shadow director is treated for the purposes of this Article as a director.
(7) Every copy and memorandum required by paragraph (1) or (5) to be kept shallF1. . . be open to inspection of any member of the company without charge.
(8) If—
(a)default is made in complying with paragraph (1) or (5), or
(b)an inspection required under paragraph (7) is refused, or
(c)default is made for 14 days in complying with paragraph (4),
the company and every officer of it who is in default is liable to a fine and, for continued contravention, to a daily default fine.
(9) In the case of a refusal of an inspection required under paragraph (7) of a copy or memorandum, the court may by order compel an immediate inspection of it.
(10) Paragraphs (1) and (5) apply to a variation of a director's contract of service as they apply to the contract.
(11) This Article does not require that there be kept a copy of, or memorandum setting out the terms of, a contract (or its variation) at a time when the unexpired portion of the term for which the contract is to be in force is less than 12 months, or at a time at which the contract can, within the next ensuring 12 months, be terminated by the company without payment of compensation.
F2Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}