Companies Act 1985

Yn ddilys o 06/04/2005

309AProvisions protecting directors from liabilityU.K.

(1)This section applies in relation to any liability attaching to a director of a company in connection with any negligence, default, breach of duty or breach of trust by him in relation to the company.

(2)Any provision which purports to exempt (to any extent) a director of a company from any liability within subsection (1) is void.

(3)Any provision by which a company directly or indirectly provides (to any extent) an indemnity for a director of—

(a)the company, or

(b)an associated company,

against any liability within subsection (1) is void

This is subject to subsections (4) and (5).

(4)Subsection (3) does not apply to a qualifying third party indemnity provision (see section 309B(1)).

(5)Subsection (3) does not prevent a company from purchasing and maintaining for a director of—

(a)the company, or

(b)an associated company,

insurance against any liability within subsection (1).

(6)In this section—

  • associated company”, in relation to a company (“C”), means a company which is C’s subsidiary, or C’s holding company or a subsidiary of C’s holding company;

  • provision” means a provision of any nature, whether or not it is contained in a company’s articles or in any contract with a company.