{
  "url": "https://openlegislation.uk/companies-act-2006/section-440",
  "json_url": "https://openlegislation.uk/companies-act-2006/section-440.json",
  "legislation": "ukpga/2006/46",
  "legislation_title": "Companies Act 2006",
  "legislation_url": "https://openlegislation.uk/companies-act-2006",
  "path": "section/440",
  "kind": "section",
  "number": "440",
  "heading": "Quoted companies ...: offences in connection with procedure for approval",
  "text": "(1) In the event of default in complying with section 439(1)or 439A(1), (2) or (2A) (notice to be given of resolution for approval of directors' remuneration reportor policy), an offence is committed by every officer of the company who is in default.\n(2) If the resolution is not put to the vote of the meeting to which it relates, an offence is committed by each existing director.\n(3) It is a defence for a person charged with an offence under subsection (2) to prove that he took all reasonable steps for securing that the resolution was put to the vote of the meeting.\n(4) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale.\n(5) In this section—\n...\n“existing director” means a person who is a director of the company immediately before that meeting.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [
    {
      "type": "F",
      "label": "F1",
      "text": "Words in s. 440(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(a)(i), 103(3); S.I. 2013/2227, art. 2(h)"
    },
    {
      "type": "F",
      "label": "F2",
      "text": "Words in s. 440(1) substituted (10.6.2019) by The Companies (Directors Remuneration Policy and Directors Remuneration Report) Regulations 2019 (S.I. 2019/970), regs. 1, 21(b)"
    },
    {
      "type": "F",
      "label": "F3",
      "text": "Words in s. 440(1) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(a)(ii), 103(3); S.I. 2013/2227, art. 2(h)"
    },
    {
      "type": "F",
      "label": "F4",
      "text": "Words in s. 440(2) substituted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(b), 103(3); S.I. 2013/2227, art. 2(h)"
    },
    {
      "type": "F",
      "label": "F5",
      "text": "Words in s. 440(5) omitted (1.10.2013) by virtue of Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(10)(c), 103(3); S.I. 2013/2227, art. 2(h)"
    },
    {
      "type": "F",
      "label": "F6",
      "text": "Words in s. 440 heading omitted (11.5.2025 in relation to accounts and reports for a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(3), 7(4)"
    },
    {
      "type": "C",
      "label": "C1",
      "text": "Ss. 418-469 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 10 (with transitional provisions and savings in regs. 7, 9, Sch. 2) (and the said Sch. 1 para. 10 is amended (with application in accordance with reg. 1(3) of the amending S.I.) by The Unregistered Companies (Amendment) Regulations 2013 (S.I. 2013/1972), regs. 1(2), 2(2)(a))"
    }
  ],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/ukpga/2006/46/section/440",
    "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."
}