Transactions involving self-interest
139 Meaning of interested
(1)
Subject to subsection (2), for the purposes of this Act, a director of a company is interested in a transaction to which the company is a party if, and only if, the director—
(a)
is a party to, or will or may derive a material financial benefit from, the transaction; or
(b)
has a material financial interest in another party to the transaction; or
(c)
is a director, officer, or trustee of another party to, or person who will or may derive a material financial benefit from, the transaction, not being a party or person that is—
(i)
the company’s holding company being a holding company of which the company is a wholly-owned subsidiary; or
(ii)
a wholly-owned subsidiary of the company; or
(iii)
a wholly-owned subsidiary of a holding company of which the company is also a wholly-owned subsidiary; or
(d)
is the parent, child, spouse, civil union partner, or de facto partner of another party to, or person who will or may derive a material financial benefit from, the transaction; or
(e)
is otherwise directly or indirectly materially interested in the transaction.
(2)
For the purposes of this Act, a director of a company is not interested in a transaction to which the company is a party if the transaction comprises only the giving by the company of security to a third party which has no connection with the director, at the request of the third party, in respect of a debt or obligation of the company for which the director or another person has personally assumed responsibility in whole or in part under a guarantee, indemnity, or by the deposit of a security.
Section 139(1)(d): amended, on 26 April 2005, by section 7 of the Relationships (Statutory References) Act 2005 (2005 No 3).
(Companies Act 1993)