# Companies Act 2006, Section 190: Substantial property transactions: requirement of members' approval

Extent: E+W+S+N.I.

(1) A company may not enter into an arrangement under which—
(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
(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,
unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.
For the meaning of “substantial non-cash asset” see section 191.
(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.
(3) A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.
(4) No approval is required under this section on the part of the members of a body corporate that—
(a) is not a UK-registered company, or
(b) is a wholly-owned subsidiary of another body corporate.
(5) For the purposes of this section—
(a) an arrangement involving more than one non-cash asset, or
(b) 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.
(6) This section does not apply to a transaction so far as it relates—
(a) to anything to which a director of a company is entitled under his service contract, or
(b) 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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Source: https://www.legislation.gov.uk/ukpga/2006/46/section/190 (the official version)
Page: https://openlegislation.uk/companies-act-2006/section-190
Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives.