|
| |
|
Records of meetings of directors |
| |
248 | Minutes of directors’ meetings |
| |
(1) | Every company must cause minutes of all proceedings at meetings of its |
| |
directors to be recorded. |
| |
(2) | The records must be kept for at least ten years from the date of the meeting. |
| 5 |
(3) | If a company fails to comply with this section, an offence is committed by every |
| |
officer of the company who is in default. |
| |
(4) | A person guilty of an offence under this section is liable on summary |
| |
conviction to a fine not exceeding level 3 on the standard scale and, for |
| |
continued contravention, a daily default fine not exceeding one-tenth of level |
| 10 |
| |
| |
(1) | Minutes recorded in accordance with section 248, if purporting to be |
| |
authenticated by the chairman of the meeting or by the chairman of the next |
| |
directors’ meeting, are evidence (in Scotland, sufficient evidence) of the |
| 15 |
proceedings at the meeting. |
| |
(2) | Where minutes have been made in accordance with that section of the |
| |
proceedings of a meeting of directors, then, until the contrary is proved— |
| |
(a) | the meeting is deemed duly held and convened, |
| |
(b) | all proceedings at the meeting are deemed to have duly taken place, |
| 20 |
| |
(c) | all appointments at the meeting are deemed valid. |
| |
Meaning of "director" and "shadow director" |
| |
| |
| In the Companies Acts “director” includes any person occupying the position |
| 25 |
of director, by whatever name called. |
| |
| |
(1) | In the Companies Acts “shadow director”, in relation to a company, means a |
| |
person in accordance with whose directions or instructions the directors of the |
| |
company are accustomed to act. |
| 30 |
(2) | A person is not to be regarded as a shadow director by reason only that the |
| |
directors act on advice given by him in a professional capacity. |
| |
(3) | A body corporate is not to be regarded as a shadow director of any of its |
| |
subsidiary companies for the purposes of— |
| |
Chapter 2 (general duties of directors), |
| 35 |
Chapter 4 (transactions requiring members’ approval), or |
| |
Chapter 6 (contract with sole member who is also a director), |
| |
| by reason only that the directors of the subsidiary are accustomed to act in |
| |
accordance with its directions or instructions. |
| |
|
| |
|
| |
|
| |
252 | Persons connected with a director |
| |
(1) | This section defines what is meant by references in this Part to a person being |
| |
“connected” with a director of a company (or a director being “connected” with |
| |
| 5 |
(2) | The following persons (and only those persons) are connected with a director |
| |
| |
(a) | members of the director’s family (see section 253); |
| |
(b) | a body corporate with which the director is connected (as defined in |
| |
| 10 |
(c) | a person acting in his capacity as trustee of a trust— |
| |
(i) | the beneficiaries of which include the director or a person who |
| |
by virtue of paragraph (a) or (b) is connected with him, or |
| |
(ii) | the terms of which confer a power on the trustees that may be |
| |
exercised for the benefit of the director or any such person, |
| 15 |
| other than a trust for the purposes of an employees’ share scheme or a |
| |
| |
(d) | a person acting in his capacity as partner— |
| |
| |
(ii) | of a person who, by virtue of paragraph (a), (b) or (c), is |
| 20 |
connected with that director; |
| |
(e) | a firm that is a legal person under the law by which it is governed and |
| |
| |
(i) | the director is a partner, |
| |
(ii) | a partner is a person who, by virtue of paragraph (a), (b) or (c) |
| 25 |
is connected with the director, or |
| |
(iii) | a partner is a firm in which the director is a partner or in which |
| |
there is a partner who, by virtue of paragraph (a), (b) or (c), is |
| |
connected with the director. |
| |
(3) | References in this Part to a person connected with a director of a company do |
| 30 |
not include a person who is himself a director of the company. |
| |
253 | Members of a director’s family |
| |
(1) | This section defines what is meant by references in this Part to members of a |
| |
| |
(2) | For the purposes of this Part the members of a director’s family are— |
| 35 |
(a) | the director’s spouse or civil partner; |
| |
(b) | any other person (whether of a different sex or the same sex) with |
| |
whom the director lives as partner in an enduring family relationship; |
| |
(c) | the director’s children or step-children; |
| |
(d) | any children or step-children of a person within paragraph (b) (and |
| 40 |
who are not children or step-children of the director) who live with the |
| |
director and have not attained the age of 18; |
| |
(e) | the director’s parents. |
| |
(3) | Subsection (2)(b) does not apply if the other person is the director’s |
| |
grandparent or grandchild, sister, brother, aunt or uncle, or nephew or niece. |
| 45 |
|
| |
|
| |
|
254 | Director “connected with” a body corporate |
| |
(1) | This section defines what is meant by references in this Part to a director being |
| |
“connected with” a body corporate. |
| |
(2) | A director is connected with a body corporate if, but only if, he and the persons |
| |
connected with him together— |
| 5 |
(a) | are interested in shares comprised in the equity share capital of that |
| |
body corporate of a nominal value equal to at least 20% of that share |
| |
| |
(b) | are entitled to exercise or control the exercise of more than 20% of the |
| |
voting power at any general meeting of that body. |
| 10 |
(3) | The rules set out in Schedule 1 (references to interest in shares or debentures) |
| |
apply for the purposes of this section. |
| |
(4) | References in this section to voting power the exercise of which is controlled by |
| |
a director include voting power whose exercise is controlled by a body |
| |
corporate controlled by him. |
| 15 |
(5) | Shares in a company held as treasury shares, and any voting rights attached to |
| |
such shares, are disregarded for the purposes of this section. |
| |
(6) | For the avoidance of circularity in the application of section 252 (meaning of |
| |
| |
(a) | a body corporate with which a director is connected is not treated for |
| 20 |
the purposes of this section as connected with him unless it is also |
| |
connected with him by virtue of subsection (2)(c) or (d) of that section |
| |
(connection as trustee or partner); and |
| |
(b) | a trustee of a trust the beneficiaries of which include (or may include) a |
| |
body corporate with which a director is connected is not treated for the |
| 25 |
purposes of this section as connected with a director by reason only of |
| |
| |
255 | Director “controlling” a body corporate |
| |
(1) | This section defines what is meant by references in this Part to a director |
| |
“controlling” a body corporate. |
| 30 |
(2) | A director of a company is taken to control a body corporate if, but only if— |
| |
(a) | he or any person connected with him— |
| |
(i) | is interested in any part of the equity share capital of that body, |
| |
| |
(ii) | is entitled to exercise or control the exercise of any part of the |
| 35 |
voting power at any general meeting of that body, and |
| |
(b) | he, the persons connected with him and the other directors of that |
| |
| |
(i) | are interested in more than 50% of that share capital, or |
| |
(ii) | are entitled to exercise or control the exercise of more than 50% |
| 40 |
| |
(3) | The rules set out in Schedule 1 (references to interest in shares or debentures) |
| |
apply for the purposes of this section. |
| |
|
| |
|
| |
|
(4) | References in this section to voting power the exercise of which is controlled by |
| |
a director include voting power whose exercise is controlled by a body |
| |
corporate controlled by him. |
| |
(5) | Shares in a company held as treasury shares, and any voting rights attached to |
| |
such shares, are disregarded for the purposes of this section. |
| 5 |
(6) | For the avoidance of circularity in the application of section 252 (meaning of |
| |
| |
(a) | a body corporate with which a director is connected is not treated for |
| |
the purposes of this section as connected with him unless it is also |
| |
connected with him by virtue of subsection (2)(c) or (d) of that section |
| 10 |
(connection as trustee or partner); and |
| |
(b) | a trustee of a trust the beneficiaries of which include (or may include) a |
| |
body corporate with which a director is connected is not treated for the |
| |
purposes of this section as connected with a director by reason only of |
| |
| 15 |
256 | Associated bodies corporate |
| |
(1) | For the purposes of this Part bodies corporate are associated if one is a |
| |
subsidiary of the other or both are subsidiaries of the same body corporate. |
| |
(2) | References to an “associated company” have a corresponding meaning. |
| |
257 | References to company’s constitution |
| 20 |
(1) | References in this Part to a company’s constitution include— |
| |
(a) | any resolution or other decision come to in accordance with the |
| |
| |
(b) | any decision by the members of the company, or a class of members, |
| |
that is treated by virtue of any enactment or rule of law as equivalent to |
| 25 |
a decision by the company. |
| |
(2) | This is in addition to the matters mentioned in section 17 (general provision as |
| |
to matters contained in company’s constitution). |
| |
| |
258 | Power to increase financial limits |
| 30 |
(1) | The Secretary of State may by order substitute for any sum of money specified |
| |
in this Part a larger sum specified in the order. |
| |
(2) | An order under this section is subject to negative resolution procedure. |
| |
(3) | An order does not have effect in relation to anything done or not done before |
| |
| 35 |
| Accordingly, proceedings in respect of any liability incurred before that time |
| |
may be continued or instituted as if the order had not been made. |
| |
|
| |
|