• CHAPTER 3 CHAPTER 3 DECLARATION OF INTEREST IN EXISTING TRANSACTION OR ARRANGEMENT

    • 171. Declaration of interest in existing transaction or arrangement

      (1) Where a director of a company is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the company, he must declare the nature and extent of the interest to the other directors in accordance with this section.

      This section does not apply if or to the extent that the interest has been declared under section 167 (duty to declare interest in proposed transaction or arrangement).
      (2) The declaration must be made—
      (a) at a meeting of the directors, or
      (b) by notice in writing (see section 173 (declaration made by notice in writing)), or
      (c) by general notice (see section 174 (general notice treated as sufficient declaration)).
      (3) If a declaration of interest under this section proves to be, or becomes, inaccurate or incomplete, a further declaration must be made.
      (4) Any declaration required by this section must be made as soon as is reasonably practicable.

      Failure to comply with this requirement does not affect the underlying duty to make the declaration.
      (5) This section does not require a declaration of an interest of which the director is not aware or where the director is not aware of the transaction or arrangement in question.

      For this purpose a director is treated as being aware of matters of which he ought reasonably to be aware.
      (6) A director need not declare an interest under this section—
      (a) if it cannot reasonably be regarded as likely to give rise to a conflict of interest,
      (b) if, or to the extent that, the other directors are al aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware), or
      (c) if, or to the extent that, it concerns terms of his service contract that have been or are to be considered—
      (i) by a meeting of the directors, or
      (ii) by a committee of the directors appointed for the purpose under the company's constitution.

    • 172. Failure to declare interest

      (1) A director who fails to comply with the requirements of section 171 (declaration of interest in existing transaction or arrangement) commits a contravention of these Regulations.
      (2) A person who commits the contravention referred to in subsection (1) shall be liable to a level 2 fine.

    • 173. Declaration made by notice in writing

      (1) This section applies to a declaration of interest made by notice in writing.
      (2) The director must send the notice to the other directors.
      (3) The notice may be sent in hard copy form or, if the recipient has agreed to receive it in electronic form, in an agreed electronic form.
      (4) The notice may be sent—
      (a) by hand or by post, or
      (b) if the recipient has agreed to receive it by electronic means, by agreed electronic means.
      (5) Where a director declares an interest by notice in writing in accordance with this section—
      (a) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and
      (b) the provisions of section 272 (minutes of directors' meetings) apply as if the declaration had been made at that meeting.

    • 174. General notice treated as sufficient declaration

      (1) General notice in accordance with this section is a sufficient declaration of interest in relation to the matters to which it relates.
      (2) General notice is notice given to the directors of a company to the effect that the director—
      (a) has an interest (as member, officer, employee or otherwise) in a specified body corporate or firm and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that body corporate or firm, or
      (b) is connected with a specified person (other than a body corporate or firm) and is to be regarded as interested in any transaction or arrangement that may, after the date of the notice, be made with that person.
      (3) The notice must state the nature and extent of the director's interest in the body corporate or firm or, as the case may be, the nature of his connection with the person.
      (4) General notice is not effective unless—
      (a) it is given at a meeting of the directors, or
      (b) the director takes reasonable steps to secure that it is brought up and read at the next meeting of the directors after it is given.

    • 175. Declaration of interest in case of company with sole director

      (1) Where a declaration of interest under section 171 (declaration of interest in existing transaction or arrangement) is required of a sole director of a company that is required to have more than one director—
      (a) the declaration must be recorded in writing,
      (b) the making of the declaration is deemed to form part of the proceedings at the next meeting of the directors after the notice is given, and
      (c) the provisions of section 272 (minutes of directors' meetings) apply as if the declaration had been made at that meeting.
      (2) Nothing in this section affects the operation of section 218 (contract with sole member who is also a director).

    • 176. Declaration of interest in existing transaction by shadow director

      (1) The provisions of this Chapter relating to the duty under section 171 (declaration of interest in existing transaction or arrangement) apply to a shadow director as to a director, but with the following adaptations.
      (2) Subsection (2)(a) at section 171 (declaration of interest in existing transaction or arrangement) does not apply.
      (3) In section 174 (general notice treated as sufficient declaration), subsection (4) (notice to be given at or brought up and read at meeting of directors) does not apply.
      (4) General notice by a shadow director is not effective unless given by notice in writing in accordance with section 173 (declaration made by notice in writing).