C5Part 10A company's directors
Chapter 4Transactions with directors requiring approval of members
Payments for loss of office
I1C4217C1C2C3Payment by company: requirement of members' approval
1
A company may not make a payment for loss of office to a director of the company unless the payment has been approved by a resolution of the members of the company.
2
A company may not make a payment for loss of office to a director of its holding company unless the payment has been approved by a resolution of the members of each of those companies.
3
A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—
a
in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;
b
in the case of a resolution at a meeting, by being made available for inspection by the members both—
i
at the company's registered office for not less than 15 days ending with the date of the meeting, and
ii
at the meeting itself.
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.
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2