C6C1C5Part 14Control of political donations and expenditure
Pt. 14 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 16 (with transitional provisions and savings in regs. 7, 9, Sch. 2)
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Authorisation required for donations or expenditure
I1C2366Authorisation required for donations or expenditure
1
A company must not—
a
make a political donation to a political party or other political organisation, or to an independent election candidate, or
b
incur any political expenditure,
unless the donation or expenditure is authorised in accordance with the following provisions.
2
The donation or expenditure must be authorised—
a
in the case of a company that is not a subsidiary of another company, by a resolution of the members of the company;
b
in the case of a company that is a subsidiary of another company by—
i
a resolution of the members of the company, and
ii
a resolution of the members of any relevant holding company.
3
No resolution is required on the part of a company that is a wholly-owned subsidiary of a UK-registered company.
4
For the purposes of subsection (2)(b)(ii) a “relevant holding company” means a company that, at the time the donation was made or the expenditure was incurred—
a
was a holding company of the company by which the donation was made or the expenditure was incurred,
b
was a UK-registered company, and
c
was not a subsidiary of another UK-registered company.
5
The resolution or resolutions required by this section—
a
must comply with section 367 (form of authorising resolution), and
b
must be passed before the donation is made or the expenditure incurred.
6
Nothing in this section enables a company to be authorised to do anything that it could not lawfully do apart from this section.
I2C3367Form of authorising resolution
1
A resolution conferring authorisation for the purposes of this Part may relate to—
a
the company passing the resolution,
b
one or more subsidiaries of that company, or
c
the company passing the resolution and one or more subsidiaries of that company.
2
A resolution may be expressed to relate to all companies that are subsidiaries of the company passing the resolution—
a
at the time the resolution is passed, or
b
at any time during the period for which the resolution has effect,
without identifying them individually.
3
The resolution may authorise donations or expenditure under one or more of the following heads—
a
donations to political parties or independent election candidates;
b
donations to political organisations other than political parties;
c
political expenditure.
4
The resolution must specify a head or heads—
a
in the case of a resolution under subsection (2), for all of the companies to which it relates taken together;
b
in the case of any other resolution, for each company to which it relates.
5
The resolution must be expressed in general terms conforming with F1subsection (3) and must not purport to authorise particular donations or expenditure.
6
For each of the specified heads the resolution must authorise donations or, as the case may be, expenditure up to a specified amount in the period for which the resolution has effect (see section 368).
7
The resolution must specify such amounts—
a
in the case of a resolution under subsection (2), for all of the companies to which it relates taken together;
b
in the case of any other resolution, for each company to which it relates.
I3C4368Period for which resolution has effect
1
A resolution conferring authorisation for the purposes of this Part has effect for a period of four years beginning with the date on which it is passed unless the directors determine, or the articles require, that it is to have effect for a shorter period beginning with that date.
2
The power of the directors to make a determination under this section is subject to any provision of the articles that operates to prevent them from doing so.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))