Companies Act 2014 section 264

Application of sections 261 to 263 and exceptions to them

Section 264 sets out how the disclosure obligations in sections 261 to 263 apply to shadow directors and de facto directors, and identifies two important exceptions to those obligations.

• The fact that a person makes a notification under sections 261 to 263 does not, by itself, constitute proof that the person is a shadow director or de facto director.
• No disclosure obligation arises in respect of shares held in a body corporate that is a wholly owned subsidiary of another body corporate.
• A director or secretary who is granted an option to subscribe for shares in, or debentures of, their own company is not required to notify that company about the grant.
• These exceptions narrow the scope of the disclosure rules, reducing the reporting burden in specific circumstances.