Part 10A company's directors

Chapter 4Transactions with directors requiring approval of members

Substantial property transactions

190Substantial property transactions: requirement of members' approval

(1)

A company may not enter into an arrangement under which—

(a)

a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset, or

(b)

the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected,

unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.

For the meaning of “substantial non-cash asset” see section 191.

(2)

If the director or connected person is a director of the company's holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company or be conditional on such approval being obtained.

(3)

A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.

(4)

No approval is required under this section on the part of the members of a body corporate that—

(a)

is not a UK-registered company, or

(b)

is a wholly-owned subsidiary of another body corporate.

(5)

For the purposes of this section—

(a)

an arrangement involving more than one non-cash asset, or

(b)

an arrangement that is one of a series involving non-cash assets,

shall be treated as if they involved a non-cash asset of a value equal to the aggregate value of all the non-cash assets involved in the arrangement or, as the case may be, the series.

(6)

This section does not apply to a transaction so far as it relates—

(a)

to anything to which a director of a company is entitled under his service contract, or

(b)

to payment for loss of office as defined in section 215 F1(payments to which the requirements of Chapter 4 or 4A apply).