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Section 232: Provisions protecting directors from liability

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

Part 10: A company's directors — Chapter 7: Directors' liabilities

Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by—

section 233 (provision of insurance),
section 234 (qualifying third party indemnity provision), or
section 235 (qualifying pension scheme indemnity provision).

This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise.

Nothing in this section prevents a company's articles from making such provision as has previously been lawful for dealing with conflicts of interest.

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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.