Section 175(5)

Authorisation may be given by the directors— where the company is a private company and nothing in the company's constitution invalidates such authorisation, by the matter being proposed to and authorised by the directors; or where the company is a public company and its constitution includes provision enabling the directors to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution.

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Source: legislation.gov.uk · retrieved 2026-09-04