C7C6Part 10A company's directors

Annotations:
Modifications etc. (not altering text)
C7

Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

Chapter 4Transactions with directors requiring approval of members

Loans, quasi-loans and credit transactions

I1C5C8205C4C3C2Exception for expenditure on defending proceedings etc

1

Approval is not required under section 197, 198, 200 or 201 (requirement of members' approval for loans etc) for anything done by a company—

a

to provide a director of the company or of its holding company with funds to meet expenditure incurred or to be incurred by him—

i

in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or

ii

in connection with an application for relief (see subsection (5)), or

b

to enable any such director to avoid incurring such expenditure,

if it is done on the following terms.

2

The terms are—

a

that the loan is to be repaid, or (as the case may be) any liability of the company incurred under any transaction connected with the thing done is to be discharged, in the event of—

i

the director being convicted in the proceedings,

ii

judgment being given against him in the proceedings, or

iii

the court refusing to grant him relief on the application; and

b

that it is to be so repaid or discharged not later than—

i

the date when the conviction becomes final,

ii

the date when the judgment becomes final, or

iii

the date when the refusal of relief becomes final.

3

For this purpose a conviction, judgment or refusal of relief becomes final—

a

if not appealed against, at the end of the period for bringing an appeal;

b

if appealed against, when the appeal (or any further appeal) is disposed of.

4

An appeal is disposed of—

a

if it is determined and the period for bringing any further appeal has ended, or

b

if it is abandoned or otherwise ceases to have effect.

C15

The reference in subsection (1)(a)(ii) to an application for relief is to an application for relief under—

  • section 661(3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee), or

  • section 1157 (general power of court to grant relief in case of honest and reasonable conduct).