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Companies Act 2006

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Provision for employees on cessation or transfer of businessE+W+S+N.I.

247Power to make provision for employees on cessation or transfer of businessE+W+S+N.I.

(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.

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