179. Substantial Property Transactions: Requirement Of Members’ Approval
Past version: effective from 29/04/2020 - 28/04/2020
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(1) A company may not enter into an arrangement under which–
(a) 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
(b) the company acquires or is to acquire a substantial non-cash asset (directly or indirectly) from such a director or a person so connected,
unless the arrangement has been approved by a resolution of the members of the company or is conditional on such approval being obtained.
For the meaning of “substantial non-cash asset” see section 180 (meaning of substantial).
(2) 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.
(3) A company shall not be subject to any liability by reason of a failure to obtain approval required by this section.
(4) No approval is required under this section on the part of the members of a body corporate that–
(a) is not a company registered in the Abu Dhabi Global Market,
(b) is a wholly-owned subsidiary of another body corporate, or
(c) is a restricted scope company.
(5) For the purposes of this section–
(a) an arrangement involving more than one non-cash asset, or
(b) an arrangement that is one of a series involving non-cash assets,
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.
(6) This section does not apply to a transaction so far as it relates–
(a) to anything to which a director of a company is entitled under his service contract, or
(b) to payment for loss of office as defined in section 203 (payments for loss of office).