Corporate Governance · glossary

Substantial property transaction (section 190)

Section 190 of the Companies Act 2006 applies when a company buys a substantial non-cash asset from one of its directors, or a person connected with one, or sells one to them. The shareholders must approve it first, or the deal must be conditional on their approval. The board's approval alone is not enough.

A company buying a substantial non-cash asset from a director or a person connected with her, or selling one to them. The shareholders must approve it as well as the board. Buying a director's husband's factory would need their approval, and the board's approval would not replace it. Chapter 4

Explained in Chapter 4, Conflicts: The Packaging Contract, of Corporate Governance.

How it comes up, in Chapter 4
One more rule needs a check. A substantial property transaction needs the shareholders' approval as well as the board's (section 190). In one, the company buys a non-cash asset (any property other than cash) from a director or a person connected with her, or sells one to them.
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Questions people ask

What is a substantial property transaction?

A deal in which a company buys a non-cash asset from a director or connected person, or sells one to them, and the asset is substantial: worth more than £100,000, or more than £5,000 and over a tenth of the company's net assets.

Who has to approve a substantial property transaction?

The company's shareholders, by a resolution passed before the deal or as a condition of it. If the director is also a director of the company's holding company, that company's shareholders must approve it as well.

Related terms

Where this term lives

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