C21Part 10A company's directors

Annotations:
Modifications etc. (not altering text)

Chapter 3Declaration of interest in existing transaction or arrangement

C4182C1C2C3Declaration of interest in existing transaction or arrangement

1

Where a director of a company is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the company, he must declare the nature and extent of the interest to the other directors in accordance with this section.

This section does not apply if or to the extent that the interest has been declared under section 177 (duty to declare interest in proposed transaction or arrangement).

2

The declaration must be made—

a

at a meeting of the directors, or

b

by notice in writing (see section 184), or

c

by general notice (see section 185).

3

If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.

4

Any declaration required by this section must be made as soon as is reasonably practicable.

Failure to comply with this requirement does not affect the underlying duty to make the declaration.

5

This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware.

6

A director need not declare an interest under this section—

a

if it cannot reasonably be regarded as likely to give rise to a conflict of interest;

b

if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware); or

c

if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—

i

by a meeting of the directors, or

ii

by a committee of the directors appointed for the purpose under the company's constitution.

C8183C5C6C7Offence of failure to declare interest

1

A director who fails to comply with the requirements of section 182 (declaration of interest in existing transaction or arrangement) commits an offence.

2

A person guilty of an offence under this section is liable—

a

on conviction on indictment, to a fine;

b

on summary conviction, to a fine not exceeding the statutory maximum.

C12184C9C10C11Declaration made by notice in writing

1

This section applies to a declaration of interest made by notice in writing.

2

The director must send the notice to the other directors.

3

The notice may be sent in hard copy form or, if the recipient has agreed to receive it in electronic form, in an agreed electronic form.

4

The notice may be sent—

a

by hand or by post, or

b

if the recipient has agreed to receive it by electronic means, by agreed electronic means.

5

Where a director declares an interest by notice in writing in accordance with this section—

a

the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and

b

the provisions of section 248 (minutes of meetings of directors) apply as if the declaration had been made at that meeting.

C16185C13C14C15General notice treated as sufficient declaration

1

General notice in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.

2

General notice is notice given to the directors of a company to the effect that the director—

a

has an interest (as member, officer, employee or otherwise) in a specified body corporate or firm and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that body corporate or firm, or

b

is connected with a specified person (other than a body corporate or firm) and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that person.

3

The notice must state the nature and extent of the director's interest in the body corporate or firm or, as the case may be, the nature of his connection with the person.

4

General notice is not effective unless—

a

it is given at a meeting of the directors, or

b

the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

C20186C17C18C19Declaration of interest in case of company with sole director

1

Where a declaration of interest under section 182 (duty to declare interest in existing transaction or arrangement) is required of a sole director of a company that is required to have more than one director—

a

the declaration must be recorded in writing,

b

the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and

c

the provisions of section 248 (minutes of meetings of directors) apply as if the declaration had been made at that meeting.

2

Nothing in this section affects the operation of section 231 (contract with sole member who is also a director: terms to be set out in writing or recorded in minutes).

187Declaration of interest in existing transaction by shadow director

1

The provisions of this Chapter relating to the duty under section 182 (duty to declare interest in existing transaction or arrangement) apply to a shadow director as to a director, but with the following adaptations.

2

Subsection (2)(a) of that section (declaration at meeting of directors) does not apply.

3

In section 185 (general notice treated as sufficient declaration), subsection (4) (notice to be given at or brought up and read at meeting of directors) does not apply.

4

General notice by a shadow director is not effective unless given by notice in writing in accordance with section 184.