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Section 218: Payment in connection with transfer of undertaking etc: 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

No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of the company unless the payment has been approved by a resolution of the members of the company.

No payment for loss of office may be made by any person to a director of a company in connection with the transfer of the whole or any part of the undertaking or property of a subsidiary of the company unless the payment has been approved by a resolution of the members of each of the companies.

A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;
in the case of a resolution at a meeting, by being made available for inspection by the members both—
at the company's registered office for not less than 15 days ending with the date of the meeting, and
at the meeting itself.

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.

A payment made in pursuance of an arrangement—

entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and
to which the company whose undertaking or property is transferred, or any person to whom the transfer is made, is privy,

is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.

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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.