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of <h1>Board sales or leases of most company assets and borrowing beyond limits need special resolution; bona fide buyers protected.</h1> The Board may sell, lease or otherwise dispose of the whole or substantially the whole of the company's undertaking (or any such undertaking) only with the company's prior consent by special resolution, with 'undertaking' and 'substantially the whole' defined by 20% thresholds of net worth, income, or undertaking value; bona fide purchasers/lessees' title and disposals in the ordinary course of a selling/leasing business are protected, and the special resolution may impose conditions on use or investment of sale proceeds without authorising capital reduction. The Board may invest merger/amalgamation compensation otherwise than in trust securities, borrow beyond the aggregate of paid-up share capital, free reserves and securities premium (excluding specified temporary bank loans), or remit/give time for repayment of a director's debt only by special resolution; borrowing resolutions must state the borrowing ceiling, and excess debt is unenforceable unless the lender proves good faith and lack of knowledge.
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