s 190 Substantial property transactions: requirement of members' approval
(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 (payments to which the requirements of Chapter 4 or 4A apply) .