Section 181

In their application to a company that is a charity, the provisions of this Chapter have effect subject to this section. Section 175 (duty to avoid conflicts of interest) has effect as if— for subsection (3) (which disapplies the duty to avoid conflicts of interest in the case of a transaction or arrangement with the company) there were substituted— This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company if or to the extent that the company's articles allow that duty to be so disapplied, which they may do only in relation to descriptions of transaction or arrangement specified in the company's articles. for subsection (5) (which specifies how directors of a company may give authority under that section for a transaction or arrangement) there were substituted— Authorisation may be given by the directors where the company's constitution includes provision enabling them to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution. Section 180(2)(b) (which disapplies certain duties under this Chapter in relation to cases excepted from requirement to obtain approval by members under Chapter 4) applies only if or to the extent that the company's articles allow those duties to be so disapplied, which they may do only in relation to descriptions of transaction or arrangement specified in the company's articles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . This section does not extend to Scotland.

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