Section 534

A “liability limitation agreement” is an agreement that purports to limit the amount of a liability owed to a company by its auditor in respect of any negligence, default, breach of duty or breach of trust, occurring in the course of the audit of accounts, of which the auditor may be guilty in relation to the company. Section 532 (general voidness of provisions protecting auditors from liability) does not affect the validity of a liability limitation agreement that— complies with section 535 (terms of liability limitation agreement) and of any regulations under that section, and is authorised by the members of the company (see section 536). Such an agreement— is effective to the extent provided by section 537, and is not subject— in England and Wales or Northern Ireland, to section 2(2) or 3(2)(a) of the Unfair Contract Terms Act 1977 (c. 50); in Scotland, to section 16(1)(b) or 17(1)(a) of that Act.

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