Declaration of a director's interests—articles of association
Declaration of a director's interests—articles of association

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Declaration of a director's interests—articles of association
  • The importance of reviewing a company's articles of association
  • Provisions in articles of association relating to a director's interests
  • An interested director's right to participate in decisions of the directors and members

A director who is in any way, directly or indirectly, interested in:

  1. a proposed transaction or arrangement with the company of which they are a director, or

  2. a transaction or arrangement that has been entered into by the company of which they are a director,

must declare the nature and extent of that interest to the other directors in accordance with the Companies Act 2006 (CA 2006), subject to certain exceptions. For further information, see Practice Note: Declaration of a director's interests—the statutory provisions. For guidance as to when a director has an interest that must be declared, see Flowcharts: Declaration of a director's interests—proposed transaction or arrangement and Declaration of a director's interests—existing transaction or arrangement.

Some or all of the statutory provisions relating to the declaration of a director's interests may also apply to other companies and entities, but this issue is outside the scope of this Practice Note. In addition, there may be other rules relating to a company’s obligations in relation to the declaration of a director's interests that apply a listed company, an AIM company or a company with securities that are listed on the NEX Exchange Main Board, NEX Exchange Growth Market or NEX Exchange Secondary Market (previously known as PLUS-listed, PLUS-quoted and PLUS-traded), but these are outside the scope of this Practice Note, unless specifically referred