Declaration of a director's interests—the statutory provisions
Declaration of a director's interests—the statutory provisions

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

  • Declaration of a director's interests—the statutory provisions
  • The statutory requirements
  • Exceptions to the statutory requirements
  • Declaring an interest in a proposed transaction or arrangement
  • Declaring an interest in a transaction or arrangement that has been entered into by the company
  • Declaring an interest by notice in writing
  • Declaring an interest by general notice
  • Declarations of interest and articles of association

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 (see Exceptions to CA 2006 provisions on the declaration of a director's interests below). 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 in an existing transaction or arrangement—flowchart.

The provisions of the CA 2006 dealing with the declaration of a director's interests came into force on 1 October 2008 and are subject to a number of transitional provisions.

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 AQSE Main Market,

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