Section 190

A company may not enter into an arrangement under which— unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained. 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 the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected, For the meaning of “substantial non-cash asset” see section 191. 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. A company shall not be subject to any liability by reason of a failure to obtain approval required by this section. No approval is required under this section on the part of the members of a body corporate that— is not a UK-registered company, or is a wholly-owned subsidiary of another body corporate. For the purposes of this section— 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. an arrangement involving more than one non-cash asset, or an arrangement that is one of a series involving non-cash assets, This section does not apply to a transaction so far as it relates— to anything to which a director of a company is entitled under his service contract, or 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: legislation.gov.uk · retrieved 2026-09-04