(1) This section applies where—
(a) a limited company having only one member enters into a contract with the sole member,
(b) the sole member is also a director of the company, and
(c) the contract is not entered into in the ordinary course of the company's business.
(2) The company must, unless the contract is in writing, ensure that the terms of the contract are either—
(a) set out in a written memorandum, or
(b) recorded in the minutes of the first meeting of the directors of the company following the making of the contract.
(3) If a company fails to comply with this section an offence is committed by every officer of the company who is in default.
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