COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 184 Duty of director to disclose payment for loss of office, etc., made in connection with transfer of shares in company.

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COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 184

Duty of director to disclose payment for loss of office, etc., made in connection with transfer of shares in company.

184.(1) Where, in connection with the transfer to any persons of all or any of
the shares in a company, being a transfer resulting from

(a)an offer made to the general body of shareholders; or

(b)an offer made by or on behalf of some other body corporate with a view to
the company becoming its subsidiary or a subsidiary of its holding company; or

(c)an offer made by or on behalf of an individual with a view to his obtaining
the right to exercise or control the exercise of not less than one-third of
the voting power at any general meeting of the company; or

(d)any other offer which is conditional on acceptance to a given extent;

(2) If

(a)any such director fails to take reasonable steps as aforesaid; or

(b)any person who has been properly required by any such director to include
the said particulars in or send them with any such notice as aforesaid fails
so to do;

(3) If

(a)the requirements of sub-section (1) are not complied with in relation to
any such payment as is therein mentioned; or

(b)the making of the proposed payment is not, before the transfer of any
shares in pursuance of the offer, approved by a meeting summoned for the
purpose of the holders of the shares to which the offer relates and of other
holders of shares of the same class as any of the said shares;

(4) Where the shareholders referred to in paragraph (b) of sub-section (3) are
not all the members of the company and no provision is made by the articles
for summoning or regulating such a meeting as is mentioned in that paragraph,
the provisions of this Act and of the company's articles relating to general
meetings of the company shall, for that purpose, apply to the meeting either
without modification or with such modifications as the Ministry on the
application of any person concerned may direct for the purpose of adapting
them to the circumstances of the meeting.

(5) If at a meeting summoned for the purpose of approving any payment as
required by paragraph (b) of sub-section (3) a quorum is not present and,
after the meeting has been adjourned to a later date, a quorum is again not
present, the payment shall be deemed for the purposes of that sub-section to
have been approved.

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Northern Irish Legislation

COMPANIES ACT (NORTHERN IRELAND) 1960 - SECT 184