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Companies Act 2006

Sections 374 to 378: Exemptions

630.These sections set out five exemptions from the requirement for prior shareholder authorisation:

  • section 374 creates a new exemption in relation to donations to trade unions (including trade unions in countries other than the UK). The exemption covers donations such as the provision of company rooms for trade union meetings, the use of company vehicles by trade union officials and paid time off for trade union officials. However, a donation to a trade union’s political fund is not covered by the exemption;

  • section 375 restates the exemption in section 347B of the 1985 Act in respect of subscriptions paid to a trade association for membership of the association, except that it is not restricted to trade associations which carry out their activities mainly in the EU;

  • section 376 restates the exemption in section 347B of the 1985 Act in respect of donations to all-party parliamentary groups;

  • section 377 restates the exemption in section 347B of the 1985 Act for political expenditure that is exempt by virtue of an order by the Secretary of State. An order made by statutory instrument under this clause may confer an exemption on companies or expenditure of any description or category specified in the order. The parallel power in section 347B(8) to (11) of the 1985 Act was used in 2001 to exempt business activities such as the publication of newspapers which, by their very nature, involve the publication or dissemination of material which seeks to influence the views of members of the public;

  • section 378 restates the exemption in section 347B of the 1985 Act under which authorisation for donations is not required unless the donation or aggregate amount of the donations by the company exceeds £5,000 in a 12 month period. Donations by other group companies (including subsidiaries) must be taken into account in calculating whether the £5,000 threshold has been exceeded.

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