Section 180

In a case where— the transaction or arrangement is not liable to be set aside by virtue of any common law rule or equitable principle requiring the consent or approval of the members of the company. section 175 (duty to avoid conflicts of interest) is complied with by authorisation by the directors, or section 177 (duty to declare interest in proposed transaction or arrangement) is complied with, This is without prejudice to any enactment, or provision of the company's constitution, requiring such consent or approval. The application of the general duties is not affected by the fact that the case also falls within Chapter 4 (transactions requiring approval of members)or 4A, except that where either of those Chapters applies and— it is not necessary also to comply with section 175 (duty to avoid conflicts of interest) or section 176 (duty not to accept benefits from third parties). approval is given under the Chapter concerned, or the matter is one as to which it is provided that approval is not needed, Compliance with the general duties does not remove the need for approval under any applicable provision of Chapter 4 (transactions requiring approval of members)or 4A. The general duties— have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty, and where the company's articles contain provisions for dealing with conflicts of interest, are not infringed by anything done (or omitted) by the directors, or any of them, in accordance with those provisions. Otherwise, the general duties have effect (except as otherwise provided or the context otherwise requires) notwithstanding any enactment or rule of law.

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