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Section 190: Substantial property transactions: requirement of members' approval

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

Part 10: A company's directors — Chapter 4: Transactions with directors requiring approval of members

If the director or connected person is a director of the company's holding company or a person connected with such a director, the arrangement must also have been approved by a resolution of the members of the holding company or be conditional on such approval being obtained.

A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.

No approval is required under this section on the part of the members of a body corporate that—

is not a UK-registered company, or
is a wholly-owned subsidiary of another body corporate.

For the purposes of this section—

an arrangement involving more than one non-cash asset, or
an arrangement that is one of a series involving non-cash assets,

shall be treated as if they involved a non-cash asset of a value equal to the aggregate value of all the non-cash assets involved in the arrangement or, as the case may be, the series.

This section does not apply to a transaction so far as it relates—

to anything to which a director of a company is entitled under his service contract, or
to payment for loss of office as defined in section 215 (payments to which the requirements of Chapter 4 or 4A apply).

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This legislation text comes from legislation.gov.uk. Contains public sector information licensed under the Open Government Licence v3.0. These source and reuse terms cover the legislation text, not Remedy's commentary.

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