1. UK Company Law
  2. Legislation (UK)
  3. Acts
  4. 2006
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  1. Companies Act 2006 (c. 46)
  2. Part 10 A company's directors (ss. 154-259)
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Part 10 A company's directors (ss. 154-259)

Comparing proposed amendment...
Chapter 1 Appointment and removal of directors (ss. 154-169)
Requirement to have directors (ss. 154-156)
In force
 154. Companies required to have directors
In force
 155. Companies required to have at least one director who is a natural person
In force
 156. Direction requiring company to make appointment
Appointment (ss. 156A-161)
In force
 157. Minimum age for appointment as director
Not yet in force
 156A. Each director to be a natural person
In force
 156B. Power to provide for exceptions from requirement that each director be a natural person
In force
 156C. Existing director who is not a natural person
In force
 158. Power to provide for exceptions from minimum age requirement
Omitted
 159. Existing under-age directors
In force
 159A. Disqualified person not to be appointed as director
In force
 160. Appointment of directors of public company to be voted on individually
In force
 161. Validity of acts of directors
Register of directors, etc (ss. 161A-167)
Partially deleted
 161A. Alternative method of record-keeping
Partially deleted
 162. Register of directors
Partially deleted
 163. Particulars of directors to be registered: individuals
Partially deleted
 164. Particulars of directors to be registered: corporate directors and firms
Partially deleted
 165. Register of directors' residential addresses
Partially deleted
 166. Particulars of directors to be registered: power to make regulations
Partially deleted
 167. Duty to notify registrar of changes
Option to keep information on the central register (ss. 167A-167F)
Partially deleted
 167A. Right to make an election
Partially deleted
 167B. Effective date of election
Partially deleted
 167C. Effect of election on obligations under sections 162 to 167
Partially deleted
 167D. Duty to notify registrar of changes
Partially deleted
 167E. Withdrawing the election
Partially deleted
 167F. Power to extend option to public companies
Notification of information about directors (ss. 167G-167L)
Partly in force
 167G. Duty to notify registrar of change in directors
Partly in force
 167H. Duty to notify registrar of changes of information
Partly in force
 167I. Notification of changes occurring before company's incorporation
Partly in force
 167J. Required information about a director: individuals
Partly in force
 167K. Required information about a director: corporate directors and firms
Partly in force
 167L. Directors: offence of failure to notify of changes
Directors: duties relating to ID verification and notification (s. 167M-167N)
Partly in force
 167M. Prohibition on director acting unless ID verified
Partly in force
 167N. Prohibition on acting unless directorship notified
Removal (ss. 168-169)
In force
 168. Resolution to remove director
In force
 169. Director's right to protest against removal
In force
 169A. Removal from office of disqualified directors
Chapter 2 General duties of directors (ss. 170-181)
Introductory (s. 170)
In force
 170. Scope and nature of general duties
The general duties (ss. 171-177)
In force
 171. Duty to act within powers
In force
 172. Duty to promote the success of the company
In force
 173. Duty to exercise independent judgment
In force
 174. Duty to exercise reasonable care, skill and diligence
In force
 175. Duty to avoid conflicts of interest
In force
 176. Duty not to accept benefits from third parties
In force
 177. Duty to declare interest in proposed transaction or arrangement
Supplementary provisions (ss. 178-181)
In force
 178. Civil consequences of breach of general duties
In force
 179. Cases within more than one of the general duties
In force
 180. Consent, approval or authorisation by members
In force
 181. Modification of provisions in relation to charitable companies
Chapter 3 Declaration of interest in existing transaction or arrangement (ss. 182-187)
In force
 182. Declaration of interest in existing transaction or arrangement
In force
 183. Offence of failure to declare interest
In force
 184. Declaration made by notice in writing
In force
 185. General notice treated as sufficient declaration
In force
 186. Declaration of interest in case of company with sole director
In force
 187. Declaration of interest in existing transaction by shadow director
Chapter 4 Transactions with directors requiring approval of members (ss. 188-226)
Service contracts (ss. 188-189)
In force
 188. Directors' long-term service contracts: requirement of members' approval
In force
 189. Directors' long-term service contracts: civil consequences of contravention
Substantial property transactions (ss. 190-196)
In force
 190. Substantial property transactions: requirement of members' approval
In force
 191. Meaning of "substantial"
In force
 192. Exception for transactions with members or other group companies
In force
 193. Exception in case of company in winding up or administration
In force
 194. Exception for transactions on recognised investment exchange
In force
 195. Property transactions: civil consequences of contravention
In force
 196. Property transactions: effect of subsequent affirmation
Loans, quasi-loans and credit transactions (ss. 197-214)
In force
 197. Loans to directors: requirement of members' approval
In force
 198. Quasi-loans to directors: requirement of members' approval
In force
 199. Meaning of "quasi-loan" and related expressions
In force
 200. Loans or quasi-loans to persons connected with directors: requirement of members' approval
In force
 201. Credit transactions: requirement of members' approval
In force
 202. Meaning of "credit transaction"
In force
 203. Related arrangements: requirement of members' approval
In force
 204. Exception for expenditure on company business
In force
 205. Exception for expenditure on defending proceedings etc
In force
 206. Exception for expenditure in connection with regulatory action or investigation
In force
 207. Exceptions for minor and business transactions
In force
 208. Exceptions for intra-group transactions
In force
 209. Exceptions for money-lending companies
In force
 210. Other relevant transactions or arrangements
In force
 211. The value of transactions and arrangements
In force
 212. The person for whom a transaction or arrangement is entered into
In force
 213. Loans etc: civil consequences of contravention
In force
 214. Loans etc: effect of subsequent affirmation
Payments for loss of office (ss. 215-222)
In force
 215. Payments for loss of office
In force
 216. Amounts taken to be payments for loss of office
In force
 217. Payment by company: requirement of members' approval
In force
 218. Payment in connection with transfer of undertaking etc: requirement of members' approval
In force
 219. Payment in connection with share transfer: requirement of members' approval
In force
 220. Exception for payments in discharge of legal obligations etc
In force
 221. Exception for small payments
In force
 222. Payments made without approval: civil consequences
Supplementary (ss. 223-226)
In force
 223. Transactions requiring members' approval: application of provisions to shadow directors
In force
 224. Approval by written resolution: accidental failure to send memorandum
In force
 225. Cases where approval is required under more than one provision
Repealed
 226. Requirement of consent of Charity Commission: companies that are charities
Chapter 4A Directors of quoted companies and traded companies: special provision (ss. 226A-226F)
Interpretation (s. 226A)
In force
 226A. Key definitions
Restrictions relating to remuneration or loss of office payments (ss. 226B-226D)
In force
 226B. Remuneration payments
In force
 226C. Loss of office payments
In force
 226D. Sections 226B and 226C: supplementary
Supplementary (ss. 226E-226F)
In force
 226E. Payments made without approval: civil consequences
In force
 226F. Relationship with requirements under Chapter 4
Chapter 5 Directors' service contracts (ss. 227-230)
In force
 227. Directors' service contracts
In force
 228. Copy of contract or memorandum of terms to be available for inspection
In force
 229. Right of member to inspect and request copy
In force
 230. Directors' service contracts: application of provisions to shadow directors
Chapter 6 Contracts with sole members who are directors (s. 231)
In force
 231. Contract with sole member who is also a director
Chapter 7 Directors' liabilities (ss. 232-239)
Provision protecting directors from liability (ss. 232-238)
In force
 232. Provisions protecting directors from liability
In force
 233. Provision of insurance
In force
 234. Qualifying third party indemnity provision
In force
 235. Qualifying pension scheme indemnity provision
In force
 236. Qualifying indemnity provision to be disclosed in directors' report
In force
 237. Copy of qualifying indemnity provision to be available for inspection
In force
 238. Right of member to inspect and request copy
Ratification of acts giving rise to liability (s. 239)
In force
 239. Ratification of acts of directors
Chapter 8 Directors' residential addresses: protection from disclosure (ss. 240-246)
In force
 240. Protected information
In force
 241. Protected information: restriction on use or disclosure by company
In force
 242. Protected information: restriction on disclosure by registrar
In force
 243. Permitted disclosure by the registrar
In force
 244. Disclosure under court order
In force
 245. Circumstances in which registrar may put address on the public record
In force
 246. Putting the address on the public record
Chapter 9 Supplementary provisions (ss. 247-259)
Provision for employees on cessation or transfer of business (s. 247)
In force
 247. Power to make provision for employees on cessation or transfer of business
Records of meetings of directors (ss. 248-249)
In force
 248. Minutes of directors' meetings
In force
 249. Minutes as evidence
Meaning of "director" and "shadow director" (ss. 250-251)
In force
 250. "Director"
In force
 251. "Shadow director"
Other definitions (ss. 252-257)
In force
 252. Persons connected with a director
In force
 253. Members of a director's family
In force
 254. Director "connected with" a body corporate
In force
 255. Director "controlling" a body corporate
In force
 256. Associated bodies corporate
In force
 257. References to company's constitution
General (ss. 258-259)
In force
 258. Power to increase financial limits
In force
 259. Transactions under foreign law
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