Companies Act 2006, section 213

Loans etc: civil consequences of contravention

Part 10 A company's directors

(1)This section applies where a company enters into a transaction or arrangement in contravention of section 197, 198, 200, 201 or 203 (requirement of members' approval for loans etc).

(2)The transaction or arrangement is voidable at the instance of the company, unless—

(a)restitution of any money or other asset that was the subject matter of the transaction or arrangement is no longer possible,

(b)the company has been indemnified for any loss or damage resulting from the transaction or arrangement, or

(c)rights acquired in good faith, for value and without actual notice of the contravention by a person who is not a party to the transaction or arrangement would be affected by the avoidance.

(3)Whether or not the transaction or arrangement has been avoided, each of the persons specified in subsection (4) is liable—

(a)to account to the company for any gain that he has made directly or indirectly by the transaction or arrangement, and

(b)(jointly and severally with any other person so liable under this section) to indemnify the company for any loss or damage resulting from the transaction or arrangement.

(4)The persons so liable are—

(a)any director of the company or of its holding company with whom the company entered into the transaction or arrangement in contravention of section 197, 198, 201 or 203,

(b)any person with whom the company entered into the transaction or arrangement in contravention of any of those sections who is connected with a director of the company or of its holding company,

(c)the director of the company or of its holding company with whom any such person is connected, and

(d)any other director of the company who authorised the transaction or arrangement.

(5)Subsections (3) and (4) are subject to the following two subsections.

(6)In the case of a transaction or arrangement entered into by a company in contravention of section 200, 201 or 203 with a person connected with a director of the company or of its holding company, that director is not liable by virtue of subsection (4)(c) if he shows that he took all reasonable steps to secure the company's compliance with the section concerned.

(7)In any case—

(a)a person so connected is not liable by virtue of subsection (4)(b), and

(b)a director is not liable by virtue of subsection (4)(d),

if he shows that, at the time the transaction or arrangement was entered into, he did not know the relevant circumstances constituting the contravention.

(8)Nothing in this section shall be read as excluding the operation of any other enactment or rule of law by virtue of which the transaction or arrangement may be called in question or any liability to the company may arise.

Read section 213 in the full Act → Definitions (7) Cases (7)

Definitions used in section 213

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
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
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
enactment

In this Act, unless the context otherwise requires, “enactment” includes—

(a)an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

(aa)an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

(b)an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

(c)an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Defined in s.1293 · see it in the full Act

Cases considering section 213 (7)

Mumtaz Properties Ltd, Re

[2011] EWCA Civ 610 · 24 May 2011

The court identified this provision as the successor to section 341 of the Companies Act 1985 and noted that it conferred remedies concerning unlawful director loans. It was not applied to the claim. (see para [9]) The court noted that the subsection preserved fiduciary liability for loans received by directors for personal expenditure. (see para [9])

Core (UK) Limited v Benjamin Puncher & Anor

[2025] EWHC 1962 (Ch) · 31 July 2025

The court applied the provision making a non-compliant director loan voidable at the company’s instance. (see para [17])

Garden House Software Limited v Timothy John Marsh & Ors

[2024] EWHC 969 (Ch) · 1 May 2024

The proposed indemnity remedy against defendants other than the recipient of the payments was treated as a new or expanded remedy. It was nevertheless permitted because it arose from substantially the same facts and was arguable. (see paras [96]-[101]) The proposed indemnity remedy against defendants other than the recipient of the payments was treated as a new or expanded remedy. It was nevertheless permitted because it arose from substantially the same facts and was arguable. (see paras [96]-[101])

What each judgment says about section 213 is in the case-law panel in the full Act.

Amendments and notes

7 notes from legislation.gov.uk

Modifications

  1. C317Ss. 197-214 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(i)
  2. C318Ss. 197-214 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
  3. C380Ss. 197-214 modified (22.2.2008) by The Northern Rock plc Transfer Order 2008 (S.I. 2008/432), art. 17(1), Sch. para. 2(i)
  4. C381Ss. 197-214 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(i)
  5. C382Ss. 197-214 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(i)
  6. C383Ss. 197-214 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(i)

Commencement

  1. I72S. 213 wholly in force at 1.10.2007; s. 213 not in force at Royal Assent see s. 1300; s. 213 in force at 1.10.2007 by S.I. 2007/2194, art. 2(1)(d) (with saving in art. 12 and with transitional provisions and savings in Sch. 3 paras. 8-11) this amendment is subject to savings and/or transitional provisions, see the commentary.