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Companies Act 2006

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This is the original version (as it was originally enacted).

190Substantial property transactions: requirement of members' approval
This section has no associated Explanatory Notes

(1)A company may not enter into an arrangement under which—

(a)a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset, or

(b)the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected,

unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.

For the meaning of “substantial non-cash asset” see section 191.

(2)If the director or connected person is a director of the company’s holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company or be conditional on such approval being obtained.

(3)A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.

(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)For the purposes of this section—

(a)an arrangement involving more than one non-cash asset, or

(b)an arrangement that is one of a series involving non-cash assets,

shall be treated as if they involved a non-cash asset of a value equal to the aggregate value of all the non-cash assets involved in the arrangement or, as the case may be, the series.

(6)This section does not apply to a transaction so far as it relates—

(a)to anything to which a director of a company is entitled under his service contract, or

(b)to payment for loss of office as defined in section 215 (payments requiring members' approval).

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