{
  "url": "https://openlegislation.uk/companies-act-2006/section-190",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-190.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/190",
  "kind": "section",
  "number": "190",
  "heading": "Substantial property transactions: requirement of members' approval",
  "text": "(1) A company may not enter into an arrangement under which—\n(a) a director of the company or of its holding company, or a person connected with such a director, acquires or is to acquire from the company (directly or indirectly) a substantial non-cash asset, or\n(b) the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected,\nunless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.\nFor the meaning of “substantial non-cash asset” see section 191.\n(2) 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.\n(3) A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.\n(4) No approval is required under this section on the part of the members of a body corporate that—\n(a) is not a UK-registered company, or\n(b) is a wholly-owned subsidiary of another body corporate.\n(5) For the purposes of this section—\n(a) an arrangement involving more than one non-cash asset, or\n(b) an arrangement that is one of a series involving non-cash assets,\nshall 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.\n(6) This section does not apply to a transaction so far as it relates—\n(a) to anything to which a director of a company is entitled under his service contract, or\n(b) to payment for loss of office as defined in section 215 (payments to which the requirements of Chapter 4 or 4A apply).",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Words in s. 190(6)(b) substituted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(3), 103(3); S.I. 2013/2227, art. 2(h)"
    },
    {
      "type": "C",
      "label": "C1",
      "text": "Ss. 190-196 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(h)"
    },
    {
      "type": "C",
      "label": "C2",
      "text": "Ss. 190-196 modified (1.3.2016) by The NRAM plc (formerly Northern Rock plc) Consequential and Supplementary Provisions Order 2016 (S.I. 2016/114), arts. 1(1), 7(1), (3), Sch. para. 1(h)"
    },
    {
      "type": "C",
      "label": "C3",
      "text": "Ss. 190-196 modified (16.7.2026) by The Modification of the Law (British Steel Limited Property Transfer) Regulations 2026 (S.I. 2026/833), regs. 1(2), 6(2), Sch. para. 1"
    },
    {
      "type": "C",
      "label": "C4",
      "text": "Ss. 190-196 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(h)"
    },
    {
      "type": "C",
      "label": "C5",
      "text": "Ss. 190-196 modified (8.00 a.m. on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(h)"
    },
    {
      "type": "C",
      "label": "C6",
      "text": "Ss. 190-196 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(h)"
    },
    {
      "type": "I",
      "label": "I1",
      "text": "S. 190 wholly in force at 1.10.2007; s. 190 not in force at Royal Assent see s. 1300; s. 190 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(d) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3)"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/190",
    "retrieved_at": "2026-10-29T09:13:40.060156+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}