PART 4Protected Cell Companies
CHAPTER 8Directors
Directors' duties83
1
The provisions of the Companies Act 2006 specified in the first column of Table 3 apply to the directors of a protected cell company as they apply to the directors of a company incorporated under the Companies Act 2006 with any modification specified in the second column of Table 3.
Provision of Companies Act 2006 | Modification |
|---|---|
Sections 170 M1 and 171 | |
Section 172 | In subsection (1)(f), the reference to members is to be treated as a reference to shareholders, and the need to act fairly as between shareholders of the protected cell company is to be assessed for each part of the protected cell company separately. |
Sections 173 to 179, and 182 to 187 |
2
The directors of a protected cell company also owe a duty to the protected cell company to—
a
ensure that the protected cell company complies with the provisions of this Part; and
b
act in accordance with any enforceable arrangements made between the cells of the protected cell company.
3
A director (“D”) does not breach a duty imposed on D by paragraph (2) if D—
a
acts in good faith; and
b
exercises reasonable care, skill and diligence,
in the discharge of that duty.
4
Paragraph (3)(b) is to be construed in accordance with section 174(2) (duty to exercise reasonable care, skill and diligence) of the Companies Act 2006.