Section 226F | [ Relationship With Requirements Under Chapter 4] | Companies Act 2006 C46 | LexisNexis

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[226F Relationship with requirements under Chapter 4]

[226F Relationship with requirements under Chapter 4]

Companies Act 2006 | Legislation

[(1) This Chapter does not affect any requirement for approval by a resolution of the members of a company which applies in relation to the company under Chapter 4.

(2) Where the making of a payment to which section 226B or 226C applies requires approval by a resolution of the members of the company concerned under Chapter 4, approval obtained for the purposes of that Chapter is to be treated as satisfying the requirements of section 226B(1)(b) or (as the case may be) 226C(1)(b).]

Part 1 General Introductory Provisions

Part 2 Company Formation

Part 3 A Company's Constitution

Part 4 A Company's Capacity And Related Matters

Part 5 A Company's Name

Part 6 A Company's Registered Office

Part 7 Re-Registration As A Means Of Altering A Company's Status

Part 8 A Company's Members

Part 9 Exercise Of Members' Rights

Part 10 A Company's Directors

Chapter 1 Appointment and Removal of Directors

Requirement to have directors

154 Companies required to have directors

155 Companies required to have at least one director who is a natural person

156 Direction requiring company to make appointment

Appointment

[156A Each director to be a natural person]

[156B Power to provide for exceptions from requirement that each director be a natural person]

[156C Existing director who is not a natural person]

157 Minimum age for appointment as director

158 Power to provide for exceptions from minimum age requirement

159 Existing under-age directors

160 Appointment of directors of public company to be voted on individually

161 Validity of acts of directors

Register of directors, etc

[161A Alternative method of record-keeping]

162 Register of directors

163 Particulars of directors to be registered: individuals

164 Particulars of directors to be registered: corporate directors and firms

165 Register of directors' residential addresses

166 Particulars of directors to be registered: power to make regulations

167 Duty to notify registrar of changes

[Option to keep information on the central register]

[167A Right to make an election]

[167B Effective date of election]

[167C Effect of election on obligations under sections 162 to 167]

[167D Duty to notify registrar of changes]

[167E Withdrawing the election]

[167F Power to extend option to public companies]

Removal

168 Resolution to remove director

169 Director's right to protest against removal

Chapter 2 General Duties of Directors

Introductory

170 Scope and nature of general duties

The general duties

171 Duty to act within powers

172 Duty to promote the success of the company

173 Duty to exercise independent judgment

174 Duty to exercise reasonable care, skill and diligence

175 Duty to avoid conflicts of interest

176 Duty not to accept benefits from third parties

177 Duty to declare interest in proposed transaction or arrangement

Supplementary provisions

178 Civil consequences of breach of general duties

179 Cases within more than one of the general duties

180 Consent, approval or authorisation by members

181 Modification of provisions in relation to charitable companies

Chapter 3 Declaration of Interest in Existing Transaction or Arrangement

182 Declaration of interest in existing transaction or arrangement

183 Offence of failure to declare interest

184 Declaration made by notice in writing

185 General notice treated as sufficient declaration

186 Declaration of interest in case of company with sole director

187 Declaration of interest in existing transaction by shadow director

Chapter 4 Transactions with Directors Requiring Approval of Members

Service contracts

188 Directors' long-term service contracts: requirement of members' approval

189 Directors' long-term service contracts: civil consequences of contravention

Substantial property transactions

190 Substantial property transactions: requirement of members' approval

191 Meaning of “substantial”

192 Exception for transactions with members or other group companies

193 Exception in case of company in winding up or administration

194 Exception for transactions on recognised investment exchange

195 Property transactions: civil consequences of contravention

196 Property transactions: effect of subsequent affirmation

Loans, quasi-loans and credit transactions

197 Loans to directors: requirement of members' approval

198 Quasi-loans to directors: requirement of members' approval

199 Meaning of “quasi-loan” and related expressions

200 Loans or quasi-loans to persons connected with directors: requirement of members' approval

201 Credit transactions: requirement of members' approval

202 Meaning of “credit transaction”

203 Related arrangements: requirement of members' approval

204 Exception for expenditure on company business

205 Exception for expenditure on defending proceedings etc

206 Exception for expenditure in connection with regulatory action or investigation

207 Exceptions for minor and business transactions

208 Exceptions for intra-group transactions

209 Exceptions for money-lending companies

210 Other relevant transactions or arrangements

211 The value of transactions and arrangements

212 The person for whom a transaction or arrangement is entered into

213 Loans etc: civil consequences of contravention

214 Loans etc: effect of subsequent affirmation

Payments for loss of office

215 Payments for loss of office

216 Amounts taken to be payments for loss of office

217 Payment by company: requirement of members' approval

218 Payment in connection with transfer of undertaking etc: requirement of members' approval

219 Payment in connection with share transfer: requirement of members' approval

220 Exception for payments in discharge of legal obligations etc

221 Exception for small payments

222 Payments made without approval: civil consequences

Supplementary

223 Transactions requiring members' approval: application of provisions to shadow directors

224 Approval by written resolution: accidental failure to send memorandum

225 Cases where approval is required under more than one provision

226 . . .

[Chapter 4A Directors of Quoted Companies [and Traded Companies]: Special Provision]

[Interpretation]

[226A Key definitions]

[Restrictions relating to remuneration or loss of office payments]

[226B Remuneration payments]

[226C Loss of office payments]

[226D Sections 226B and 226C: supplementary]

[Supplementary]

[226E Payments made without approval: civil consequences]

[226F Relationship with requirements under Chapter 4]

Chapter 5 Directors' Service Contracts

227 Directors' service contracts

228 Copy of contract or memorandum of terms to be available for inspection

229 Right of member to inspect and request copy

230 Directors' service contracts: application of provisions to shadow directors

Chapter 6 Contracts with Sole Members who are Directors

231 Contract with sole member who is also a director

Chapter 7 Directors' Liabilities

Provision protecting directors from liability

232 Provisions protecting directors from liability

233 Provision of insurance

234 Qualifying third party indemnity provision

235 Qualifying pension scheme indemnity provision

236 Qualifying indemnity provision to be disclosed in directors' report

237 Copy of qualifying indemnity provision to be available for inspection

238 Right of member to inspect and request copy

Ratification of acts giving rise to liability

239 Ratification of acts of directors

Chapter 8 Directors' Residential Addresses: Protection From Disclosure

240 Protected information

241 Protected information: restriction on use or disclosure by company

242 Protected information: restriction on use or disclosure by registrar

243 Permitted use or disclosure by the registrar

244 Disclosure under court order

245 Circumstances in which registrar may put address on the public record

246 Putting the address on the public record

Chapter 9 Supplementary Provisions

Provision for employees on cessation or transfer of business

247 Power to make provision for employees on cessation or transfer of business

Records of meetings of directors

248 Minutes of directors' meetings

249 Minutes as evidence

Meaning of “director” and “shadow director”

250 “Director”

251 “Shadow director”

Other definitions

252 Persons connected with a director

253 Members of a director's family

254 Director “connected with” a body corporate

255 Director “controlling” a body corporate

256 Associated bodies corporate

257 References to company's constitution

General

258 Power to increase financial limits

259 Transactions under foreign law

Part 11 Derivative Claims And Proceedings By Members

Part 12 Company Secretaries

Part 13 Resolutions And Meetings

Part 14 Control Of Political Donations And Expenditure

Part 15 Accounts And Reports

Part 16 Audit

Part 17 A Company's Share Capital

Part 18 Acquisition By Limited Company Of Its Own Shares

Part 19 Debentures

Part 20 Private And Public Companies

Part 21 Certification And Transfer Of Securities

[Part 21A Information About People With Significant Control]

Part 22 Information About Interests In A Company's Shares

Part 23 Distributions

[Part 24 Annual Confirmation Of Accuracy Of Information On Register]

Part 25 Company Charges

Part 26 Arrangements And Reconstructions

Part 27 Mergers And Divisions Of Public Companies

Part 28 Takeovers Etc

Part 29 Fraudulent Trading

Part 30 Protection Of Members Against Unfair Prejudice

Part 31 Dissolution And Restoration To The Register

Part 32 Company Investigations: Amendments

Part 33 UK Companies Not Formed Under Companies Legislation

Part 34 Overseas Companies

Part 35 The Registrar Of Companies

Part 36 Offences Under The Companies Acts

Part 37 Companies: Supplementary Provisions

Part 38 Companies: Interpretation

Part 39 Companies: Minor Amendments

Part 40 Company Directors: Foreign Disqualification Etc

Part 41 Business Names

Part 42 Statutory Auditors

Part 43 Transparency Obligations And Related Matters

Part 44 Miscellaneous Provisions

Part 45 Northern Ireland

Part 46 General Supplementary Provisions

Part 47 Final Provisions

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