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Legislation
Companies Act 2006

Crossheading Payments for loss of office

  • Section 215 Payments for loss of office
  • Section 216 Amounts taken to be payments for loss of office
  • Section 217 Payment by company: requirement of members' approval
  • Section 218 Payment in connection with transfer of undertaking etc: requirement of members' approval
  • Section 219 Payment in connection with share transfer: requirement of members' approval
  • Section 220 Exception for payments in discharge of legal obligations etc
  • Section 221 Exception for small payments
  • Section 222 Payments made without approval: civil consequences
  1. Payments for loss of office
  2. Payments for loss of office

Section 215 | Payments for loss of office

From legislation.gov.uk

(1)In this Chapter a “payment for loss of office” means a payment made to a director or past director of a company—

(a)by way of compensation for loss of office as director of the company,

(b)by way of compensation for loss, while director of the company or in connection with his ceasing to be a director of it, of—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company,

(c)as consideration for or in connection with his retirement from his office as director of the company, or

(d)as consideration for or in connection with his retirement, while director of the company or in connection with his ceasing to be a director of it, from—

(i)any other office or employment in connection with the management of the affairs of the company, or

(ii)any office (as director or otherwise) or employment in connection with the management of the affairs of any subsidiary undertaking of the company.

(2)The references to compensation and consideration include benefits otherwise than in cash and references in this Chapter to payment have a corresponding meaning.

(3)For the purposes of sections 217 to 221 (payments requiring members' approval)—

(a)payment to a person connected with a director, or

(b)payment to any person at the direction of, or for the benefit of, a director or a person connected with him,

is treated as payment to the director.

(4)References in those sections to payment by a person include payment by another person at the direction of, or on behalf of, the person referred to.

(5)Nothing in this section or sections 216 to 222 applies in relation to a payment for loss of office to a director of a quoted company ... other than a payment to which section 226C does not apply by virtue of section 226D(6).F1F2

(6)RepealedF3

Notes

  1. F1

    S. 215(5) inserted (1.10.2013) by Enterprise and Regulatory Reform Act 2013 (c. 24), ss. 81(4), 103(3) (with s. 82(5)); S.I. 2013/2227, art. 2(h)

  2. F2

    Words in s. 215(5) omitted (11.5.2025 in relation to a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(2), 4(1)(a)

  3. F3

    S. 215(6) omitted (11.5.2025 in relation to a financial year of a company beginning on or after that date) by virtue of The Companies (Directors' Remuneration and Audit) (Amendment) Regulations 2025 (S.I. 2025/439), regs. 1(2), 2(2), 4(1)(b)

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