Companies Act 2006, section 190

Substantial property transactions: requirement of members' approval

Part 10 A company's directors

(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 191.

(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 UK-registered company, or

(b)is a wholly-owned subsidiary of another body corporate.

(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 215 [F168(payments to which the requirements of Chapter 4 or 4A apply)F168] .

Read section 190 in the full Act → Definitions (13) Cases (20)

Definitions used in section 190

company

“company” means a company formed and registered under this Act, that is—

(a)

a company so formed and registered after the commencement of this Part, or

(b)

a company that immediately before the commencement of this Part—

(i)

was formed and registered under the Companies Act 1985 (c. 6) or the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), or

(ii)

was an existing company for the purposes of that Act or that Order,

(which is to be treated on commencement as if formed and registered under this Act).

Defined in s.1(1) · see it in the full Act

(4) In this section and that Schedule “company” includes any body corporate.

Defined in s.1159(4) · see it in the full Act
director

In the Companies Acts “director” includes any person occupying the position of director, by whatever name called.

Defined in s.250 · see it in the full Act
holding company

(1) The Secretary of State may by regulations amend the provisions of section 1159 (meaning of “subsidiary” etc) and Schedule 6 (meaning of “subsidiary” etc: supplementary provisions) so as to alter the meaning of the expressions “subsidiary”, “holding company” or “wholly-owned subsidiary”.

Defined in s.1160(1) · see it in the full Act
connected with

(1) This section defines what is meant by references in this Part to a director being “connected with” a body corporate.

Defined in s.254(1) · see it in the full Act
connected

(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 a person).

Defined in s.252(1) · see it in the full Act

(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 a person).

Defined in s.252(1) · see it in the full Act
member

(2) In sub-paragraph (1) “member” has the same meaning as it has by virtue of section 7(1) of that Act .

Defined in Sch.2 Pt.1 · see it in the full Act
connected person

(6) For the avoidance of circularity in the application of section 252 (meaning of “connected person”)—

(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 (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 that fact.

Defined in s.255(6) · see it in the full Act

(6) For the avoidance of circularity in the application of section 252 (meaning of “connected person”) —

(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 (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 that fact.

Defined in s.254(6) · see it in the full Act
body corporate

“body corporate” and “corporation” include a body incorporated outside the United Kingdom, but do not include—

(a)

a corporation sole, or

(b)

a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;

Defined in s.1173(1) · see it in the full Act
UK-registered company

In the Companies Acts“UK-registered company” means a company registered under this Act. The expression does not include an overseas company that has registered particulars under section 1046.

Defined in s.1158 · see it in the full Act
wholly-owned subsidiary

(1) The Secretary of State may by regulations amend the provisions of section 1159 (meaning of “subsidiary” etc) and Schedule 6 (meaning of “subsidiary” etc: supplementary provisions) so as to alter the meaning of the expressions “subsidiary”, “holding company” or “wholly-owned subsidiary”.

Defined in s.1160(1) · see it in the full Act
non-cash asset

(1) In the Companies Acts “non-cash asset” means any property or interest in property, other than cash.

Defined in s.1163(1) · see it in the full Act
service contract

(1) For the purposes of this Part a director's “service contract”, in relation to a company, means a contract under which—

(a)a director of the company undertakes personally to perform services (as director or otherwise) for the company, or for a subsidiary of the company, or

(b)services (as director or otherwise) that a director of the company undertakes personally to perform are made available by a third party to the company, or to a subsidiary of the company.

Defined in s.227(1) · see it in the full Act
payment for loss of office

(1) In this Chapter a “payment for loss of office” means a payment made to a director or past director of a company—

(a)by way of compensation for loss of office as director of the company,

(b)by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,

(c)as consideration for or in connection with his retirement from his office as director of the company, or

(d)as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

Defined in s.215(1) · see it in the full Act

Cases considering section 190 (20)

Smithton Ltd v Naggar

[2014] EWCA Civ 939 · 10 July 2014Interprets

The court held that the CFD arrangements did not constitute substantial property transactions. Neither the later identification of a purchaser nor a possible future election to take referenced shares established an acquisition under the arrangements (see paras [92]; [108]; [111]). The court interpreted “is to acquire” as requiring that the arrangement provide for acquisition. It does not mean “may acquire”; even a conditional arrangement must satisfy that requirement when made (see paras [93]; [102]; [110]).

Neil Leslie Humphrey & Anor v Paul Craig Bennett & Ors

[2025] EWHC 448 (Ch) · 28 February 2025

The transfer of the Wyken Grange Land was held to be arguably a substantial property transaction with a connected person requiring prior members’ approval. The absence of approval made the transaction arguably contrary to section 190. (see paras [68]-[71])

Metal NRG Plc v Britenergy Holdings LLP & Ors

[2023] EWHC 1521 (Ch) · 17 March 2023Interprets

The court interprets “arrangement” broadly and flexibly for the purposes of the shareholder-approval requirement for substantial property transactions. A coherent package of contemporaneous agreements may constitute one arrangement even where the agreements are not technically interdependent. The April Transaction Documents were therefore properly treated together, with the consequence that failure to obtain approval rendered them ineffective (see paras [14]–[20]).

What each judgment says about section 190 is in the case-law panel in the full Act.

Amendments and notes

8 notes from legislation.gov.uk

Amendments

  1. F168Words in s. 190(6)(b) substituted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(3), 103(3); S.I. 2013/2227, art. 2(h)

Modifications

  1. C283Ss. 190-196 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(h)
  2. C284Ss. 190-196 modified (8.00 a.m. on 29.9.2008) by the The Bradford & Bingley plc Transfer of Securities and Property etc. Order 2008 (S.I. 2008/2546), art. 13(1)(3), Sch. 1 para. 2(h)
  3. C285Ss. 190-196 modified (9.30 a.m. on 7.10.2008) by The Heritable Bank plc Transfer of Certain Rights and Liabilities Order 2008 (S.I. 2008/2644), art. 26, Sch. 2 para. 2(h)
  4. C286Ss. 190-196 modified (retrospective to 30.3.2009 at 8.00 a.m.) by The Amendments to Law (Resolution of Dunfermline Building Society) Order 2009 (S.I. 2009/814), arts. 1(2), 7, Sch. para. 2(h)
  5. C287Ss. 190-196 modified (1.3.2016) by The NRAM plc (formerly Northern Rock plc) Consequential and Supplementary Provisions Order 2016 (S.I. 2016/114), arts. 1(1), 7(1), (3), Sch. para. 1(h)
  6. C288Ss. 190-196 modified (16.7.2026) by The Modification of the Law (British Steel Limited Property Transfer) Regulations 2026 (S.I. 2026/833), regs. 1(2), 6(2), Sch. para. 1

Commencement

  1. I49S. 190 wholly in force at 1.10.2007; s. 190 not in force at Royal Assent see s. 1300; s. 190 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(d) (with saving in art. 12 and subject to transitional adaptations specified in Sch. 1 and with transitional provisions and savings in Sch. 3) this amendment is subject to savings and/or transitional provisions, see the commentary.