Section 146: Approval of company

146. Approval of company (1) The approval of the company for the purposes of section 143 (1) (h) and of section 153 (1) (d) shall require that after full disclosure of all material facts, including the nature and extent of any interest of the director, the transaction has been specifically authorised by either— (a) a form of resolution which has been circulated to all the members and is signed by three fourths of all members entitled to attend and vote at a meeting of shareholders; or (b) an ordinary resolution of the company passed at a meeting of shareholders at which neither the director concerned, nor the holder of any share in which he is beneficially interested, either directly or indirectly, has voted as member on such resolution, or where such person has voted, such vote or votes are not counted. (2) Subject to subsection (3) the approval of the company in accordance with subsection (1) may be given either before or after the occurrence of the transaction to which it relates. (3) A resolution approving a transaction or transactions or series of related transactions which has already taken place shall not be effective for purposes of subsection (1) unless it was signed or passed not later than 15 months after the date when the transaction or the first of the series of transactions took place. Sub-Part E – Transactions involving Self-interest