Companies Act 2006

Companies Act 2006, Section 175 is up to date with all changes known to be in force on or before 24 September 2024. There are changes that may be brought into force at a future date. Changes that have been made appear in the content and are referenced with annotations.

Changes to Legislation

Revised legislation carried on this site may not be fully up to date. Changes and effects are recorded by our editorial team in lists which can be found in the ‘Changes to Legislation’ area. Where those effects have yet to be applied to the text of the legislation by the editorial team they are also listed alongside the legislation in the affected provisions. Use the ‘more’ link to open the changes and effects relevant to the provision you are viewing.

Changes and effects yet to be applied to the whole Act associated Parts and Chapters:

• Act amendment to earlier affecting provision S.I. 2008/373 reg. 11(1) by S.I. 2013/1971reg. 9(a) (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)
• Act amendment to earlier affecting provision S.I. 2008/373 reg. 3(4) by S.I. 2013/1971reg. 4 (This amendment not applied to legislation.gov.uk. Amending Regulations revoked (1.10.2013) without ever being in force by S.I. 2013/2224, reg. 2)

Whole provisions yet to be inserted into this Act (including any effects on those provisions):

• s. 479A(2)(c)(zi) inserted by S.I. 2019/177reg. 4(b)(i) (This amendment not applied to legislation.gov.uk. Reg. 4 substituted by regs. 4, 4A immediately before IP completion day by S.I. 2019/1392, regs. 1(2), 4)
• Sch. 2 Pt. 2 Section (A) para. 25(m) inserted by 2024 c. 13Sch. 30para. 30
• Sch. 2 Pt. 2 Section (A) para. 25(j) omitted by 2024 c. 13Sch. 21para. 10
• Sch. 2 Pt. 2 Section (A) para. 28 words substituted by 2024 c. 13Sch. 18para. 9(2)(a)(i)
• Sch. 2 Pt. 2 Section (A) para. 29 words substituted by 2024 c. 13Sch. 18para. 9(2)(a)(ii)
• Sch. 2 Pt. 2 Section (A) para. 36 words substituted by 2024 c. 13Sch. 18para. 9(2)(b)
• Sch. 10 para. 6(2D) inserted by S.I. 2019/177reg. 28(e) (This amendment not applied to legislation.gov.uk. Reg. 28(e) omitted immediately before IP completion day by virtue of S.I. 2020/523, regs. 1(2), 14(e)(iv))
• Sch. 10 para. 7(2A) inserted by S.I. 2019/177reg. 29(b) (This amendment not applied to legislation.gov.uk. Reg. 29 substituted immediately before IP completion day by S.I. 2020/523, regs. 1(2), 14(f))

175 Duty to avoid conflicts of interest U.K.

(1) A director of a company must avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company.

(2) This applies in particular to the exploitation of any property, information or opportunity (and it is immaterial whether the company could take advantage of the property, information or opportunity).

(3) This duty does not apply to a conflict of interest arising in relation to a transaction or arrangement with the company.

(4) This duty is not infringed—

(a) if the situation cannot reasonably be regarded as likely to give rise to a conflict of interest; or

(b) if the matter has been authorised by the directors.

(5) Authorisation may be given by the directors—

(a) where the company is a private company and nothing in the company's constitution invalidates such authorisation, by the matter being proposed to and authorised by the directors; or

(b) where the company is a public company and its constitution includes provision enabling the directors to authorise the matter, by the matter being proposed to and authorised by them in accordance with the constitution.

(6) The authorisation is effective only if—

(a) any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director, and

(b) the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.

(7) Any reference in this section to a conflict of interest includes a conflict of interest and duty and a conflict of duties.

Modifications etc. (not altering text)