Companies Act 1985

[F1 F2 Part II U.K. Loans, Quasi-loans and Other Dealings in Favour of Directors]

Textual Amendments

F1 Sch. 6 Pt. II (as renumbered): heading substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(1)

F2 Sch. 6 Pt. II paras. 15-27 renumbered from 1-3 and 5-14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6-9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F3 15] [F4 The group accounts of a holding company, or if it is not required to prepare group accounts its individual accounts,] shall contain the particulars required by this Schedule of—

(a) any transaction or arrangement of a kind described in [F5 section 197, 198, 200, 201 or 203 of the Companies Act 2006] entered into by the company or by a subsidiary of the company for a person who at any time during the financial year was a director of the company or its holding company, or was connected with such a director;

(b) an agreement by the company or by a subsidiary of the company to enter into any such transaction or arrangement for a person who was at any time during the financial year a director of the company or its holding company, or was connected with such a director; and

(c) any other transaction or arrangement with the company or a subsidiary of it in which a person who at any time during the financial year was a director of the company or its holding company had, directly or indirectly, a material interest.

Textual Amendments

F3 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F4 Words substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(4)

F5 Words in Sch. 6 para. 15(a) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(2) (with art. 12)

[F6 16] The accounts prepared by a company other than a holding company shall contain the particulars required by this Schedule of—

(a) any transaction or arrangement of a kind described in [F7 section 197, 198, 200, 201 or 203 of the Companies Act 2006] entered into by the company for a person who at any time during the financial year was a director of it or of its holding company or was connected with such a director;

(b) an agreement by the company to enter into any such transaction or arrangement for a person who at any time during the financial year was a director of the company or its holding company or was connected with such a director; and

(c) any other transaction or arrangement with the company in which a person who at any time during the financial year was a director of the company or of its holding company had, directly or indirectly, a material interest.

Textual Amendments

F6 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F7 Words in Sch. 6 para. 16(a) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(2) (with art. 12)

[F8 17] (1) For purposes of paragraphs 15(c) and 16(c), a transaction or arrangement between a company and a director of it or of its holding company, or a person connected with such a director, is to be treated (if it would not otherwise be so) as a transaction, arrangement or agreement in which that director is interested.

(2) An interest in such a transaction or arrangement is not “material” for purposes of those sub-paragraphs if in the board’s opinion it is not so; but this is without prejudice to the question whether or not such an interest is material in a case where the board have not considered the matter.

“The board” here means the directors of the company preparing the accounts, or a majority of those directors, but excluding in either case the director whose interest it is.

Textual Amendments

F8 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

Modifications etc. (not altering text)

C1 Sch. 6 para. 17 amended (1.12.2001) by 2000 c. 8, s. 374(4)(c); S.I. 2001/3538, art. 2(1)

F9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . U.K.

4

Textual Amendments

F9 Sch. 6 Pt. II (old) para. 4 repealed (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(3)

[F10 18] Paragraphs 15 and 16 do not apply in relation to the following transactions, arrangements and agreements—

(a) a transaction, arrangement or agreement between one company and another in which a director of the former or of its subsidiary or holding company is interested only by virtue of his being a director of the latter;

(b) a contract of service between a company and one of its directors or a director of its holding company, or between a director of a company and any of that company’s subsidiaries;

(c) a transaction, arrangement or agreement which was not entered into during the financial year and which did not subsist at any time during that year.

Textual Amendments

F10 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

Modifications etc. (not altering text)

C2 Sch. 6 para. 18 amended (1.12.2001) by 2000 c. 8, s. 374(4)(c); S.I. 2001/3538, art. 2(1)

[F11 19] Paragraphs 15 and 16 apply whether or not—

(a) the transaction or arrangement [F12 was one in respect of which approval was required under section 197, 198, 200, 201 or 203 of the Companies Act 2006] ;

(b) the person for whom it was made was a director of the company or was connected with a director of it at the time it was made;

(c) in the case of a transaction or arrangement made by a company which at any time during a financial year is a subsidiary of another company, it was a subsidiary of that other company at the time the transaction or arrangement was made.

Textual Amendments

F11 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F12 Words in Sch. 6 para. 19(a) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(3) (with art. 12)

[F13 20] Neither paragraph 15(c) nor paragraph 16(c) applies in relation to any transaction or arrangement if—

(a) each party to the transaction or arrangement which is a member of the same group of companies (meaning a holding company and its subsidiaries) as the company entered into the transaction or arrangement in the ordinary course of business, and

(b) the terms of the transaction or arrangement are not less favourable to any such party than it would be reasonable to expect if the interest mentioned in that sub-paragraph had not been an interest of a person who was a director of the company or of its holding company.

Textual Amendments

F13 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F14 21] Neither paragraph 15(c) nor paragraph 16(c) applies in relation to any transaction or arrangement if—

(a) the company is a member of a group of companies (meaning a holding company and its subsidiaries), and

(b) either the company is a wholly-owned subsidiary or no body corporate (other than the company or a subsidiary of the company) which is a member of the group of companies which includes the company’s ultimate holding company was a party to the transaction or arrangement, and

(c) the director in question was at some time during the relevant period associated with the company, and

(d) the material interest of the director in question in the transaction or arrangement would not have arisen if he had not been associated with the company at any time during the relevant period.

Textual Amendments

F14 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

The particulars required by this Part U.K.

[F15 22] (1) Subject to the next paragraph, the particulars required by this Part are those of the principal terms of the transaction, arrangement or agreement.

(2) Without prejudice to the generality of sub-paragraph (1), the following particulars are required—

(a) a statement of the fact either that the transaction, arrangement or agreement was made or subsisted (as the case may be) during the financial year;

(b) the name of the person for whom it was made and, where that person is or was connected with a director of the company or of its holding company, the name of that director;

(c) in a case where paragraph 15(c) or 16(c) applies, the name of the director with the material interest and the nature of that interest;

(d) in the case of a loan or an agreement for a loan or an arrangement within [F16 section 203 of the Companies Act 2006] relating to a loan—

(i) the amount of the liability of the person to whom the loan was or was agreed to be made, in respect of principal and interest, at the beginning and at the end of the financial year;

(ii) the maximum amount of that liability during that year;

(iii) the amount of any interest which, having fallen due, has not been paid; and

(iv) the amount of any provision (within the meaning of Schedule 4 to this Act) made in respect of any failure or anticipated failure by the borrower to repay the whole or part of the loan or to pay the whole or part of any interest on it;

(e) in the case of a guarantee or security or an arrangement within [F17 section 203(1)(b) of the Companies Act 2006] relating to a guarantee or security—

(i) the amount for which the company (or its subsidiary) was liable under the guarantee or in respect of the security both at the beginning and at the end of the financial year;

(ii) the maximum amount for which the company (or its subsidiary) may become so liable; and

(iii) any amount paid and any liability incurred by the company (or its subsidiary) for the purpose of fulfilling the guarantee or discharging the security (including any loss incurred by reason of the enforcement of the guarantee or security); and

(f) in the case of any transaction, arrangement or agreement other than those mentioned in sub-paragraphs (d) and (e), the value of the transaction or arrangement or (as the case may be) the value of the transaction or arrangement to which the agreement relates.

Textual Amendments

F15 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F16 Words in Sch. 6 para. 22(2)(d) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(4)(a) (with art. 12)

F17 Words in Sch. 6 para. 22(2)(e) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(4)(b) (with art. 12)

[F18 23] In paragraph 22(2) above, sub-paragraphs (c) to (f) do not apply in the case of a loan or quasi-loan made or agreed to be made by a company to or for a body corporate which is either—

(a) a body corporate of which that company is a wholly-owned subsidiary, or

(b) a wholly-owned subsidiary of a body corporate of which that company is a wholly-owned subsidiary, or

(c) a wholly-owned subsidiary of that company,

if particulars of that loan, quasi-loan or agreement for it would not have been required to be included in that company’s annual accounts if the first-mentioned body corporate had not been associated with a director of that company at any time during the relevant period.

Textual Amendments

F18 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

[F19 Excluded transactions] U.K.

Textual Amendments

F19 Sch. 6 Pt. II para 24 (renumbered): heading substituted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(5)

[F20 24] (1) In relation to a company’s accounts for a financial year, compliance with this Part is not required in the case of transactions of a kind mentioned in the following sub-paragraph which are made by the company or a subsidiary of it for a person who at any time during that financial year was a director of the company or of its holding company, or was connected with such a director, if the aggregate of the values of each transaction, arrangement or agreement so made for that director or any person connected with him, less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made has been reduced, did not at any time during the financial year exceed £5,000.

(2) The transactions in question are—

(a) credit transactions,

(b) guarantees provided or securities entered into in connection with credit transactions,

(c) arrangements within [F21 section 203 of the Companies Act 2006] relating to credit transactions,

(d) agreements to enter into credit transactions.

Textual Amendments

F20 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F21 Words in Sch. 6 para. 24(2)(c) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(5) (with art. 12)

[F22 25] In relation to a company’s accounts for a financial year, compliance with this Part is not required by virtue of paragraph 15(c) or 16(c) in the case of any transaction or arrangement with a company or any of its subsidiaries in which a director of the company or its holding company had, directly or indirectly, a material interest if—

(a) the value of each transaction or arrangement within paragraph 15(c) or 16(c) (as the case may be) in which that director had (directly or indirectly) a material interest and which was made after the commencement of the financial year with the company or any of its subsidiaries, and

(b) the value of each such transaction or arrangement which was made before the commencement of the financial year less the amount (if any) by which the liabilities of the person for whom the transaction or arrangement was made have been reduced,

did not at any time during the financial year exceed in the aggregate £1,000 or, if more, did not exceed [24]5,000 or 1 per cent. of the value of the net assets of the company preparing the accounts in question as at the end of the financial year, whichever is the less.

For this purpose a company’s net assets are the aggregate of its assets, less the aggregate of its liabilities (“liabilities” to include any [F23 provisions for liabilities] within paragraph 89 of Schedule 4 [F24 that is made in Companies Act accounts and any provision that is made in IAS accounts] ).

Textual Amendments

F22 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F23 Words in Sch. 6 para. 25 substituted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 15, Sch. 7 para. 11

F24 Words in Sch. 6 para. 25 inserted (12.11.2004 with effect as mentioned in reg. 1(2) of the amending S.I.) by The Companies Act 1985 (International Accounting Standards and Other Accounting Amendments) Regulations 2004 (S.I. 2004/2947), reg. 3, Sch. 1 para. 32

[F25 26] [F26 Section 258 of the Companies Act 2006] (power of Secretary of State to alter sums by statutory instrument subject to negative resolution in Parliament) applies as if the money sums specified in paragraph 24 or 25 above were specified in [F27 Part 10 of that Act].

Textual Amendments

F25 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F26 Words in Sch. 6 para. 26 substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(6)(a) (with art. 12)

F27 Words in Sch. 6 para. 26 substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by virtue of The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(6)(b) (with art. 12)

Interpretation U.K.

[F28 27] [F29 (1) The following provisions of the Companies Act 2006 apply for the purposes of this Part of this Schedule—

(a) section 202 (meaning of “credit transaction”);

(b) section 211 (value of transactions and arrangements);

(c) section 212 (person for whom a transaction or arrangement is entered into);

(d) sections 252 to 255 and Schedule 1 (persons connected with a director).]

[F30 (2) In this Part of this Schedule “director” includes a shadow director.]

Textual Amendments

F28 Sch. 6 Pt. II paras. 15–27 renumbered from 1–3 and 5–14 (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) and internal cross-references in that Part renumbered accordingly by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 4(2)

F29 Sch. 6 para. 27(1) substituted (1.10.2007 with application in accordance with Sch. 4 para. 6(11) of the amending S.I.) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 10(1), Sch. 4 para. 6(7) (with art. 12)

F30 Sch. 6 Pt. II para 27(2) inserted (subject to the transitional and saving provisions mentioned in S.I. 1990/355, arts. 6–9) by Companies Act 1989 (c. 40, SIF 27), ss. 6(4), 213(2), Sch. 4 para. 5