Section 139 — Companies Act 1993: Meaning of interested

139 Meaning of interested (1) Subject to subsection (2) of this section, for the purposes of this Act, a director of a company is interested in a transaction to which the company is a party if, and only if, the director— (a) Is a party to, or will or may derive a material financial benefit from, the transaction; or (b) Has a material financial interest in another party to the transaction; or (c) Is a director, officer, or trustee of another party to, or person who will or may derive a material financial benefit from, the transaction, not being a party or person that is— (i) The company's holding company being a holding company of which the company is a wholly-owned subsidiary; or (ii) A wholly-owned subsidiary of the company; or (iii) A wholly-owned subsidiary of a holding company of which the company is also a wholly-owned subsidiary; or (d) Is the parent, child, spouse, civil union partner, or de facto partner of another party to, or person who will or may derive a material financial benefit from, the transaction; or (e) Is otherwise directly or indirectly materially interested in the transaction. (2) For the purposes of this Act, a director of a company is not interested in a transaction to which the company is a party if the transaction comprises only the giving by the company of security to a third party which has no connection with the director, at the request of the third party, in respect of a debt or obligation of the company for which the director or another person has personally assumed responsibility in whole or in part under a guarantee, indemnity, or by the deposit of a security. Subsection (1)(d) was amended, as from 26 April 2005, by section 7 Relationships (Statutory References) Act 2005 (2005 No 3) by substituting the words “ spouse, civil union partner, or de facto partner ” for the words “ or spouse ” .