(1) Except as provided in sections 109 and 110— (a) a body corporate may not be a member of a company that is its holding company; and (b) any allotment or transfer of shares in a company to its subsi…
(1) The prohibition in section 108(1)(a) does not apply if the subsidiary is acting only in the capacity of— (a) executor or administrator; or (b) trustee unless the subsidiary's holding company or an…
(1) If shares in a company are held in trust for the purposes of a pension scheme or an employees' share scheme, any residual interest that has not yet vested in possession. is to be disregarded for t…
(1) For purposes of section 110, if shares in a company are held in trust for the purposes of a pension scheme or an employees' share scheme, of any charge security right or lien on, or set-off agains…
(1) The prohibition in section 108 does not apply if the shares are held by the subsidiary in the ordinary course of its business as an intermediary. (2) For the purposes of subsection (1), a subsidia…
If— (a) a subsidiary that is a dealer in securities has purportedly acquired shares in its holding company in contravention of the prohibition in section 108; and (b) a person acting in good faith has…
(1) This section applies to a provision in the articles of a company that enables a member to nominate another person or persons to enjoy or exercise all or any specified rights of the member in relat…
(1) A member of a company whose shares are admitted to trading on a regulated market and who holds shares on behalf of another person may nominate a person to enjoy information rights. (2) The followi…
(1) If the person to be nominated under section 115 wishes to receive copies of documents or other information in hard copy form, that person shall, before the nomination is made— (a) request the pers…
(1) When a company sends a copy of a notice of a meeting to a person nominated under section 115, it shall also send to that person a statement that— (a) the nominated person may have a right under an…
(1) This section has effect as regards the rights conferred by a nomination under section 115. (2) Enjoyment by the nominated person of the rights conferred by the nomination is enforceable against th…
(1) The nomination of a person under section 115 may be terminated at the request of the member or of the nominated person. (2) The nomination ceases to have effect on the occurrence in relation to th…
(1) If a member holds shares in a company on behalf of more than one person— (a) rights attached to the shares; and (b) rights under any written law exercisable because of holding the shares, need not…
(1) This section applies to sections 289, 312 and 766. (2) A company is required to act under a section to which this section applies if it receives a request that complies with the following conditio…
(1) For the purposes of this Part, a person is connected with a director of a company if the person is— (a) a member of the director's family as defined in section 123; (b) a body corporate with which…
For the purposes of this Part, a person is member of a director's family if the person is— (a) the director's spouse; (b) a child or step-child of the director; (c) a child or step-child of the direct…
(1) In this Part, a director is connected with a body corporate if, but only if, the director and the persons connected with the director together— (a) are interested in shares comprised in the equity…
(1) For the purposes of this Part, a director of a company is taken to control a body corporate if, but only if— (a) the director or any person connected with the director— (i) has an interest in any…
For the purposes of this Part— (a) bodies corporate are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and (b) companies are associated if one is a…
A reference in this Part to a company’s constitution includes— (a) any resolution or other decision made in accordance with the constitution; and (b) any decision by the members of the company, or a c…
(1) A private company is required to have at least one director. (2) A public company is required to have at least two directors.
(1) A company is required to have at least one director who is a natural person. (2) Subsection (1) is complied with if the office of director is held by a natural person as a corporation sole or othe…
(1) On forming the opinion that a company is in breach of section 128 or 129,the Registrar may give the company a direction in accordance with subsection (2). (2) A direction is in accordance with thi…
(1) A person who has not reached eighteen years of age may not be appointedto be a director of a company. (2) An appointment made in contravention of subsection (1) is void.
(1) A public company shall ensure that at a general meeting of the company amotion for the appointment of two or more persons as directors of the company by a single resolution is moved only if a reso…
(1) The acts of a director are valid even if it is later discovered that— (a) the appointment of the director was defective; or (b) the director— (i) was disqualified from holding office; (ii) had cea…
(1) Every company shall keep a register of its directors. (2) A company shall ensure that its register of directors complies with sections135 and 136. (3) A company shall keep its register of director…
(1) A company's register of directors is required to contain the following particulars in respect of a director who is a natural person— (a) the person's name and any former name; (b) a service addres…
If a director of a company is a body corporate, a company’s register of directors is required to contain the following particulars in respect of the body— (a) the body's corporate name; (b) the regist…
(1) Every company shall keep a register of directors' residential addresses that contains the usual residential address of each of the company's directors. (2) If a director's usual residential addres…
(1) Within fourteen days after— (a) a person is appointed or ceases to hold appointment as a director of a company; or (b) any change occurs in the particulars contained in a company's register of dir…
(1) A company may, by ordinary resolution at a meeting, remove a director before the end of the director's period of office, despite anything to the contrary in any agreement between the company and t…
(1) The general duties specified in this Division are owed by a director of a company to the company. (2) A person who ceases to be a director continues to be subject to— (a) the duty in section 146 w…
(1) On receipt of notice of a motion for a resolution to remove a director undersection 139, the company shall send a copy of the notice to the director concerned. (2) The director, whether or not a m…
A director of a company shall— (a) act in accordance with the constitution of the company; and (b) only exercise powers for the purposes for which they are conferred.
(1) A director of a company shall act in the way in which the director considers, in good faith, would promote the success of the company for the benefit of its members as a whole, and in so doing the…
(1) A director of a company shall exercise independent judgment. (2) The duty under subsection (1) is not infringed by the director acting— (a) in accordance with an agreement duly entered into by the…
In performing the functions of a director, a director of a company shall exercise the same care, skill and diligence that would be exercisable by a reasonably diligent person with— (a) the general kno…
(1) A director of a company shall avoid a situation in which the director has, or can have, a direct or indirect interest that conflicts, or may conflict, with the interests of the company. (2) Subsec…
(1) A person who is a director of a company shall not accept a benefit from a third party if the benefit attributable— (a) to the fact that the person is a director of the company; or (b) to any act o…
(1) The consequences of breach (or threatened breach) of the general duties ofdirectors set out in this Division are the same as would apply if the corresponding common law rule or equitable principle…
Except as otherwise provided, more than one of the general duties may apply to a director in any given case.
(1) If— (a) section 146 is complied with by authorisation by the directors; or (b) section 151 is complied with, the transaction or arrangement is not liable to be set aside because of any common law…
(1) If a director of a company is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the company, or in a transaction or arrangement that the company has alre…
(1) A director who is required to make a declaration of interest shall give a notice to the other directors. (2) The director may give the notice in hard copy form or, if the recipient has agreed to r…
(1) A general notice given in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates. (2) A general notice is a notice given to the directo…
(1) If a declaration of interest under section 151 is required of a sole director ofa company that is required to have more than one director— (a) the company shall record the declaration in writing;…
(1) In this Division, "credit transaction" means a transaction under which one party (a creditor)— (a) supplies any goods under a hire-purchase agreement, a conditional sale agreement or retention of…
(1) For the purposes of this Division, a quasi-loan is a transaction under whichone party (a creditor)— (a) agrees to pay, or pays otherwise than in accordance with an agreement, an amount for another…
(1) This section applies to a contract under which the employment of a personas a director of company is guaranteed— (a) with the company; or (b) if the person is the director of a holding company — w…
