Section 180: Consent, approval or authorisation by members

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 10: A company's directors — Chapter 2: General duties of directors

The application of the general duties is not affected by the fact that the case also falls within Chapter 4 (transactions requiring approval of members)or 4A, except that where either of those Chapters applies and—

approval is given under the Chapter concerned, or
the matter is one as to which it is provided that approval is not needed,

it is not necessary also to comply with section 175 (duty to avoid conflicts of interest) or section 176 (duty not to accept benefits from third parties).

Compliance with the general duties does not remove the need for approval under any applicable provision of Chapter 4 (transactions requiring approval of members)or 4A.

The general duties—

have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty, and
where the company's articles contain provisions for dealing with conflicts of interest, are not infringed by anything done (or omitted) by the directors, or any of them, in accordance with those provisions.

Otherwise, the general duties have effect (except as otherwise provided or the context otherwise requires) notwithstanding any enactment or rule of law.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.