Companies Act 2006

Supplementary provisionsU.K.

178Civil consequences of breach of general dutiesU.K.

(1)The consequences of breach (or threatened breach) of sections 171 to 177 are the same as would apply if the corresponding common law rule or equitable principle applied.

(2)The duties in those sections (with the exception of section 174 (duty to exercise reasonable care, skill and diligence)) are, accordingly, enforceable in the same way as any other fiduciary duty owed to a company by its directors.

179Cases within more than one of the general dutiesU.K.

Except as otherwise provided, more than one of the general duties may apply in any given case.

180Consent, approval or authorisation by membersU.K.

(1)In a case where—

(a)section 175 (duty to avoid conflicts of interest) is complied with by authorisation by the directors, or

(b)section 177 (duty to declare interest in proposed transaction or arrangement) is complied with,

the transaction or arrangement is not liable to be set aside by virtue of any common law rule or equitable principle requiring the consent or approval of the members of the company.

This is without prejudice to any enactment, or provision of the company's constitution, requiring such consent or approval.

(2)The application of the general duties is not affected by the fact that the case also falls within Chapter 4 (transactions requiring approval of members)[F1or 4A], except that where [F2either of those Chapters] applies and—

(a)approval is given under [F3the Chapter concerned], or

(b)the matter is one as to which it is provided that approval is not needed,

it is not necessary also to comply with section 175 (duty to avoid conflicts of interest) or section 176 (duty not to accept benefits from third parties).

(3)Compliance with the general duties does not remove the need for approval under any applicable provision of Chapter 4 (transactions requiring approval of members)[F4or 4A].

(4)The general duties—

(a)have effect subject to any rule of law enabling the company to give authority, specifically or generally, for anything to be done (or omitted) by the directors, or any of them, that would otherwise be a breach of duty, and

(b)where the company's articles contain provisions for dealing with conflicts of interest, are not infringed by anything done (or omitted) by the directors, or any of them, in accordance with those provisions.

(5)Otherwise, the general duties have effect (except as otherwise provided or the context otherwise requires) notwithstanding any enactment or rule of law.

181Modification of provisions in relation to charitable companiesE+W+N.I.

(1)In their application to a company that is a charity, the provisions of this Chapter have effect subject to this section.

(2)Section 175 (duty to avoid conflicts of interest) has effect as if—

(a)for subsection (3) (which disapplies the duty to avoid conflicts of interest in the case of a transaction or arrangement with the company) there were substituted—

“(3)This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company if or to the extent that the company's articles allow that duty to be so disapplied, which they may do only in relation to descriptions of transaction or arrangement specified in the company's articles.”;

(b)for subsection (5) (which specifies how directors of a company may give authority under that section for a transaction or arrangement) there were substituted—

“(5)Authorisation may be given by the directors where the company's constitution includes provision enabling them to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution.”.

(3)Section 180(2)(b) (which disapplies certain duties under this Chapter in relation to cases excepted from requirement to obtain approval by members under Chapter 4) applies only if or to the extent that the company's articles allow those duties to be so disapplied, which they may do only in relation to descriptions of transaction or arrangement specified in the company's articles.

(4)F5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5)This section does not extend to Scotland.