Version Superseded: 10/06/2019
Point in time view as at 06/04/2015. This version of this provision has been superseded.
Companies Act 2006, Section 440 is up to date with all changes known to be in force on or before 06 March 2025. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.
(1)In the event of default in complying with section 439(1)[F1or 439A(1) or (2)] (notice to be given of resolution for approval of directors' remuneration report[F2or policy]), an offence is committed by every officer of the company who is in default.
(2)If the resolution is not put to the vote of [F3the meeting to which it relates], an offence is committed by each existing director.
(3)It is a defence for a person charged with an offence under subsection (2) to prove that he took all reasonable steps for securing that the resolution was put to the vote of the meeting.
(4)A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.
(5)In this section—
“existing director” means a person who is a director of the company immediately before that meeting.
Textual Amendments
F1Words in s. 440(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(a)(i), 103(3); S.I. 2013/2227, art. 2(h)
F2Words in s. 440(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(a)(ii), 103(3); S.I. 2013/2227, art. 2(h)
F3Words in s. 440(2) substituted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(b), 103(3); S.I. 2013/2227, art. 2(h)
F4Words in s. 440(5) omitted (1.10.2013) by virtue of Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(c), 103(3); S.I. 2013/2227, art. 2(h)
Modifications etc. (not altering text)
C1Ss. 418-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with transitional provisions and savings in regs. 7, 9, Sch. 2) (and the said Sch. 1 para. 10 is amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))
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