Section 140 — Companies Act 1993: Disclosure of interest

140 Disclosure of interest (1) A director of a company must, forthwith after becoming aware of the fact that he or she is interested in a transaction or proposed transaction with the company, cause to be entered in the interests register, and, if the company has more than one director, disclose to the board of the company— (a) If the monetary value of the director's interest is able to be quantified, the nature and monetary value of that interest; or (b) If the monetary value of the director's interest cannot be quantified, the nature and extent of that interest. (1A) A director of a company is not required to comply with subsection (1) if— (a) The transaction or proposed transaction is between the director and the company; and (b) The transaction or proposed transaction is or is to be entered into in the ordinary course of the company's business and on usual terms and conditions. (2) For the purposes of subsection (1) of this section, a general notice entered in the interests register and, if the company has more than 1 director, disclosed to the board to the effect that a director is a shareholder, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction. (3) A failure by a director to comply with subsection (1) of this section does not affect the validity of a transaction entered into by the company or the director. (4) Every director who fails to comply with subsection (1) of this section commits an offence and is liable on conviction to the penalty set out in section 373(2) of this Act. Compare: 1955 No 63 s 199 Subsection (1A) was inserted, as from 30 June 1997, by section 12 Companies Act 1993 Amendment Act 1997 (1997 No 27). Subsection (2) was amended, as from 3 May 2001, by section 11 Companies Act 1993 Amendment Act 2001 (2001 No 18) by substituting the words “ and, if the company has more than 1 director, ” for the word “ or ” where it first appeared.