Companies Act 2014 section 231

Duty of director to disclose his or her interest in contracts made by company

Section 231 requires directors to declare any personal interest they have in contracts or proposed contracts with their company, and sets out the procedures for making and recording such declarations.

• A director who has a direct or indirect interest in a contract or proposed contract with the company must declare the nature of that interest at a board meeting, unless the interest could not reasonably give rise to a conflict of interest.
• Declarations must be made at prescribed times: for proposed contracts, at the meeting where the contract is first considered (or the next meeting if the interest arose later); for existing contracts, at the first meeting after the interest arises. A general standing notice of interest in a specified firm or connected person may serve as a sufficient declaration for future contracts.
• The company must record all declarations and notices in a dedicated book within three days of receipt, and this book must be available for inspection free of charge at the registered office by any director, secretary, statutory auditor or member, and must be produced at general meetings and board meetings if requested.
• The term "contract" extends to any transaction or arrangement, including loans and similar dealings under section 239 made for a director or a connected person, but the disclosure obligation applies only where the decision to enter into the contract is taken by the board or a committee of which the director is a member.

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